IMPORTANT POINT
The Official Liquidator cannot assume jurisdiction to sit in adjudication and decide entitlement of the State Financial Corporation when it has opted to stand outside the liquidation proceeding as a secured creditor.

JUDGMENT :

SHIVA KIRTI SINGH, J.

Civil Appeal No.5805 of 2005

1. In this appeal preferred by the appellant-company under liquidation represented by the Official Liquidator the question of law arising for consideration is whether the Official Liquidator can claim any power or jurisdiction in itself to adjudicate and quantify the claim of statutory corporations such as respondent no.1, A.P. Industrial Development Corporation and respondent no.2, A.P. State Financial Corporation when the Company Judge has permitted them to stand outside the liquidation proceeding subject to certain conditions under which the respondent Corporations may pursue the powers available to them under Section 29 of the State Financial Corporations Act, 1959 (for brevity referred to as ‘the SFC Act’).

2. The relevant facts are not at all under dispute and to answer the issue of law indicated above it is not necessary to delve deeper into facts. It would suffice to notice that the Official Liquidator has taken over the charge of the company by virtue of Section 445 of the Companies Act and the property of the company is also seized by the first respondent (the Corporation) under Section 29 of the SFC Act. The sale of the assets of the company was conducted by first respondent as per conditions imposed by the High Court. To comply with one of the conditions the corporation was required to obtain permission of the High Court for finalizing/confirming the sale. The Official Liquidator had already been allowed to inspect the properties and assets of the company and to take inventory as and when required. The valuer’s report was also placed before the court before the properties covered under the mortgage deeds in favour of Corporation were put to sale. The respondent-corporation had also submitted to the order of the Company Judge requiring the corporation to undertake to deposit workmen’s dues with the Official Liquidator as and when quantified by him as per the provisions of Section 529A of the Indian Companies Act with interest at the bank rate and whatever surplus would remain after the sale and realization of the dues of the secured creditors and the workmen, as per law, the balance sale proceeds could be made available to the Official Liquidator for being dealt with as per the provisions of the Companies Act and the Rules.

3. On the application filed by the respondent-corporation seeking confirmation of sale of the mortgage assets of the company, the learned Single Judge vide order dated 19.11.2003 noted the contention of all the parties and finding that there was no objection to sale of the properties either by the second charge holder or by the Official Liquidator, confirmed the sale of land, buildings, plant and machinery in favour of M/s. Sri Venkataswara Industries represented by Sri Adarsha Gupta for a sum of Rs.86 Lacs and carding machine in favour of M/s. Supreme Associates, Coimbatore for a sum of Rs.2.45 Lacs. However, the learned Single Judge made the order of confirmation subject to the following conditions :

“Before the applicant and 2nd respondent seek to appropriate the sale proceeds for themselves, they should prove their claim before the Official Liquidator. The proceeds realised through the sale of the properties shall be kept by the applicant-Corporation in interest earning deposits till the Official Liquidator adjudicates and quantifies the claim of the applicant and 2nd respondent Corporations. The applicant and 2nd respondent shall deposit 1/4th of the sale proceeds with the Official Liquidator to enable him to proceed with the adjudication of the claims of the workmen and for distribution among themselves. They shall make over the excess sale proceeds, if any, to the Official Liquidator.

After receiving the entire sale consideration only, the petitioner is directed to hand over possession of the properties to the highest bidders and execute necessary sale papers in their favour.”

4. Aggrieved only with the condition extracted above, the re