Sanjib Banerjee, J. - (1.) SOME startling facts have come to light upon this apparently innocuous application and innocent prayers made by the official liquidator. His action in the entire matter calls for a strict scrutiny as indicated hereinafter.
(2.) THE company (in liquidation) had use of a land at the Kalyani Industrial Estate. It appears from the valuer's report that was obtained before the company's assets were put up for sale that sheds 2 to 6 out of the immovable property occupied by the company (in liquidation) had been let out by the Government of West Bengal or one of its agencies, to the company (in liquidation). The unpriced copy of the valuer's report relied upon in the official liquidator's affidavit -in -reply has this to say on the matter: Factory - Units -I and II at Kalyani - Factory units -I and II of the aforesaid liquidated company have been established on monthly rental basis in the Kalyani Industrial Estate. The verbal informations what I have gathered from Sri Tanmoy Bhattacharjee, SAE, of f icer -in -charge of Kalyani Industrial Estate Phase II, under West Bengal Industrial Development Corporation Ltd., Government of West Bengal, that the total number of sheds let out to the said liquidated company is about five (S2 to S6) having covered an area of about 79,173 sq.ft., and uncovered area of 1,69,692 sq.ft. It further appears from him that the monthly shed rent inclusive of land rent is about Rs. 9,133 per month. Municipal tax apart from this is about Rs. 6,802 per month. Outstanding arrears of rent and municipal taxes reportedly lying against the name of the said liquidated company are about Rs. 25,48,227 and Rs. 15,78,129, respectively, for the period ending January, 2004. Besides these rental sheds for the smooth functional requirements of the manufacturing jobs, the aforesaid company made some sheds/or godowns on their own in infusing their own capital funds in the aforesaid uncovered area both in the peripheral zones of unit -I and unit -II as shown vividly in the annexed drawing. Since the instant land belongs to Government, given on recurring monthly rental basis, so the question of valuation of the said land does not and cannot arise. It is such report that reached the official liquidator and upon which the official liquidator took steps to sell the company's assets. The last sentence of the quoted portion is one of the more relevant aspects of the valuer's report that could not have been missed and, in the event an excuse is offered that it was missed, requires an explanation that cannot be met with any innocent reply.
(3.) THE official liquidator thereafter, in discharge of the statutory duties cast on him by the Companies Act and the rules framed thereunder, proceeded to issue advertisements after preparing a sale notice. The sale notice contains all protections and indemnities that the official liquidator chose to reserve for himself so that in the event of any mistake, the official liquidator may not be touched. Such conditions require to be tested in the context of the official liquidator's conduct in this matter. The terms and conditions of sale were prefaced by the following words: 1. The sale will be as per inventory of 'as is where is and whatever there is basis' and excepting factory units I and II at Kalyani Industrial Estate, Kalyani, Nadia only, as a going concern/as is where is and whatever there is basis subject to confirmation of the hon'ble court. The official liquidator will not provide any guarantee and/or warranty as to the quality, quantity or specifications of the assets sold. The tenderers /bidders are to satisfy themselves in this regard after physical inspection of the assets of the company and the purchasers will be deemed to offer with full knowledge as to, the defects, if any, in the description, quality or quantity of the assets sold. The official liquidator shall not entertain any complaint in this regard after the sale is over. Any mistake in the notice inviting tender shall not vitiate the sale.;