Jagmohan Lal Tandon, J. - (1.) The All India Wool Combers Co -operative Society Limited, Ludhiana, (hereinafter the Society) was registered on January 31, 1961, for setting up a Wool Combing Plant with a capacity of 5 billion pounds of Wool tops per annum. It had about 418 members. It was granted a licence by the Government of India on June 1, 1961, to establish the industrial unit within a period of 12 months from the date of the issue of the licence. The total share capital of the Society was Rs. 9,44,750/ -, out of which the share of the Government was to the extent of Rs. 4,29,750/ -. The remaining share capital of about Rs. 515 lacs was contributed by other members. The Petitioner is one of the members having a share of Rs. 1000/ -. The Society had chequered history. Due to inaction or disinterestedness or negligence or may be infighting on the part of its non official share -holders, the project for which the Society had been registered did not come up. On August 11, 1967, the General Body of the Society in a general meeting which was also attended by the then Minister of State for Co -operation and Industries resolved that the Society be wound up and funds of the shareholders be returned pro rata. On September 9, 1972, the General Body of the Society passed the following resolution on this subject: It is unanimously resolved that all the assets and liabilities be transferred to the Punjab State Industrial Development Corporation for setting up a Wool Combing Plant at Ludhiana (Dhandari Kalan) for the benefit of local woolen industry in the decentralised sector. It is also decided that the share money of the members may be returned at par while effecting transfer. The Committee is authorised by the Central House to negotiate and make agreement with the P.S.I.D.C. in this regard.
(2.) The Board of Directors of Society in its meeting held on November, 19, 1974, considered this matter again and passed the following resolution: The Chairman of the Society informed the Board that in pursuance of the resolution of the General Body passed in its meeting held on September 9, 1972, he along with Sarvshri B.R. Ahuwalia and K.L. Sabharwal, Directors of the Society held a meeting with Shri A.S. Chatha, Managing Director of Punjab State Industrial Development Corporation with a view to explore the possibility of sale of the assets of the Society. In this connection the Chairman placed before the Board letter No. PSIDC/3696 dated October 18, 1974 received from the Punjab State Industrial Development Corporation. According to this letter, the P.S.I.D.C. had expressed its willingness to purchase the assets of the Society at the book value only.
(3.) In this context the Chairman explained that undoubtedly the market value of these assets was far greater than the book value. However, while considering this matter, it had to be kept in view that the Society has not been able to set up the project for all these years. A part from this, it had to be considered that the assets were being sold to the Punjab State Industrial Development Corporation which is a Punjab Government undertaking. In view of this as well as keeping in view the resolution of the General Body meeting which authorised the sale of the assets of the Society with the condition that the members be paid the value of their shares at par, it would be in the interest of the Society as well as the woolen industry in genera], if the assets were sold to the P.S.I.D.C. at their book value. The Chairman stressed that this concession of selling assets at the book value instead of the market value was being shown in this case only because of the purchased being Punjab Government undertaking After considering this matter the Board felt that since out of the total share capital amounting to Rs. 9,44,750/, the Government share as a contribution was of the value of Rs. 4,29,750/. It was necessary to have the concurrence of the Punjab Government before taking the final decision to sell the assets of the Society at their book value. It was also felt that the delay in commissioning this plant is harassing the interest of the industry and the share holders have been feeling frustrated about the lack of progress . Shri Aggarwal, the Secretary of the P.S.I.D.C. who attended this meeting as a special invitee, discussed the proposal of the P.S.I.D.C. as well as the draft sale deed which will have to be executed by the Society in case ultimately the Government approved of the proposal received from the P.S.I.D.C. The Board noted the offer of the P.S.I.D.C. to pay a sum of Rs. 9,87,100/ - as the amount in full and final settlement of the sale price of the assets of the Society. The Board decided that this figure may also be communicated to the Punjab' Government through the Registrar, Cooperative Societies, Punjab. This figure of Rs. 9,87,000/taken care of the liabilities of the Society and the project upto December 31, 1974. The act of transfer and sale should get finalised with the consent of Government. The Board resolved that in case the Government approval to the sale of the assets of Society for Rs. 9,87,000/ - was resolved; Sarvshri K.K. Adya, B.R. Ahluwalia, K.L. Sabbawal and Puran Chand Saini be and are hereby authorised to the sign the sale deed for and on behalf of the Society and complete all other formalities of this transfer. The Board also resolved that the registration fee and stamp duty, if any, leviable on the transfer of the immovable assets and sale -tax, if any, leviable on the transfer of movable assets shall be borne by the Punjab State Industrial Development Corporation Limited, Chandigarh. On May 29,1976, Shri K.K. Adya, Chairman of the Society sent the following telegram to the Registrar, Co -operative Societies, Chief Minister, Secretary Industries Department and others: Pursuant decision Chief Minister Punjab in a meeting on March 25, 1976. Desir; Transfer Assets Liabilities of Society on Collection Rs. 9,90,507/48 from P.S.I.D.C. Chandigarh. Regret this Decision being delayed which was to be Implemented by April 15, 1976. Request your Concurrence and Convey P.S.I.D.G. Regards.;