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2015 Supreme(AP) 447

IN THE HIGH COURT OF JUDICATURE AT HYDERABAD
VILAS V. AFZULPURKAR & B. SIVA SANKARA RAO, JJ.
M. Rambhushanam, Ex-Managing Director, M/s Commercial Agro Products Private Limited – Petitioner
Versus
M/s. Commercial Agro Products Private Limited (In Prov.Liqn.) Rep. by the Official Liquidator & Others – Respondent
Rev.A.Nos. 892, 893,894, 895 & 873 of 2010 in OSA Nos. 3 of 2007, 30 of 2006, 28 of 2007 & 45 of 2006
Decided on : 17-07-2015

Advocate Appeared:
For the Petitioners:M.S. Prasad, Senior Advocate, B.S. Raju, A. Narasimha Rao, Advocates.
For the Respondent:D. Krishnamurthy, P. Pratap Reddy, K. Rathangapani Reddy, Advocates.

Headnote:

Constitution of India, 1949 – Review Applications – Sale of Assests – official liquidator – Seeking review of the dismissal decrees covered by the common judgment allowing the petition of the official liquidator to effect sale of assets of the Company under winding up, by the Single Judge in the pending C.P.No.83 of 1997 for winding up. Application No.895 of 2010 pursuant to the sales effected by the Official Liquidator and finalised by the Court after negotiations with increase by its acceptance, by rejection of the offer of higher price by Managing Director of the Company under winding up in the pending C.P.No.83 of 1997 for winding up and posted for payment of balance by the highest bidders –Held, perusal of the company petition filed before this Court shows that squandering of the public money, collected by the company passed a special resolution in its extraordinary general body meeting, held where it has decided to wind up the company, and accordingly, passed a resolution, seeking winding up order from the Court, and further the Managing Director was authorised to present a petition before this Court, pursuant to which, the present company petition is filed. Though the present company petition is pending for nothing has turned out, and in fact, though the Ex-Managing Director represented that he would come up with a scheme might have filed even an application for that purpose, but he did not pursue the same nor was interested to pay the unit holders whose money was collected more than a decade ago. Under the above circumstances, there are absolutely no justifiable grounds to keep the company petition pending further, especially in view of the resolution passed by all the shareholders, including the Directors, seeking winding up order. Accordingly, company is ordered to be wound up and the Official Liquidator is directed to take possession of the assets of the company after issuing notice to the persons in management of the company and file a report – Applications are dismissed

Order:

(Dr. Justice B. Siva Sankara Rao, J.)

Four of the five Memoranda of Review Applications are filed by Sri M.Ramabhushnam (Ex. Managing Director cum authorised representative of M/s. Commercial Agro Products Private Limited, who had sought voluntary winding up U/s.433 &439 of the Companies Act) seeking review of the dismissal decrees dated 02.07.2010 covered by the common judgment of this Court in OSA Nos.30 of 2006, 45 of 2006, 3 of 2007 and 28 of 2007 & the fifth Review Application No.873 of 2010 filed by the unit holders is also against same common judgment in so far as OSA No.3 of 2007.

(1).(A). Factual matrix:

(i). Application No.893 of 2010-(in so far as OSA No.30 of 2006-against the order dt.13-04-2006 in C.P.No.1416 of 2004 allowing the petition of the official liquidator to effect sale of assets of the Company under winding up, by the Single Judge(Company Court) in the pending C.P.No.83 of 1997 for winding up;

(ii). Application No.895 of 2010-(in so far as OSA No.45 of 2006-against the order dt.04-08-2006 in C.P.No.1416 of 2004, pursuant to the sales effected by the Official Liquidator on 15-07-2006 and finalised by the Court after negotiations with increase on 01-08-2006 by its acceptance, by rejection of the offer of higher price by said Ramabhushnam-(Ex. Managing Director of the Company under winding up) in the pending C.P.No.83 of 1997 for winding up and posted to 18-08-2006 for payment of balance by the highest bidders;

(iii). Application No.892 of 2010-(in so far as OSA No.3 of 2007-against final order dt.01-11-2006 in C.P.No.83 of 1997, by winding up of the Company with directions to the Official Liquidator, to cause publish and to serve the order on the Registrar of Companies);

(iv). Application No.894 of 2010-(in so far as OSA No.28 of 2007-against the order dt.17-11-2006 in C.P.No.1575 of 2006 allowing the delivery of lot No.3, for lot No.8 already stated delivered to the two applicants-purchasers and to execute sale deeds in favour of their nominees, which are part of the 10 lots (sold by auction and negotiations) of the Company under winding up);

(v). Application No.873 of 2010-filed by the unit holders is also by impugning said common judgment dt.02-10-2010 in so far as OSA No.3 of 2007 as 2nd respondent to it).

(vi). So far as the C.A.No.1529 of 2006 filed in October,2006 by Sri Chinnam Anjaneya swamy, highest bidder for Rs.83 lakhs and confirmed by Court on negotiations on dt.04-08-2006, in respect of lot No.4 of the sale notification i.e.,Ac.302.28 cents situate at Kakivaya village, Nellore district, having tendered the balance fully of Rs. 39,86,800/-within the extended time with 9% p.a. interest, granted by Court before dt.07-10-2006, that was refused to accept by the Official Liquidator saying there is stay of confirmation of sales in OSA No.30 of 2006 filed in September by Sri Ramabhushnam, thereby seeking a direction to the Official Liquidator to accept the balance amount and execute sale deed in his favour (who was also impleaded as R4 on his Application No.21 of 2007 on 02-07-2010 in OSA No.30 of 2006) and by order dt.29-11-2006(pursuant to the note from order of the Company Court dt.16-11-2006, tagged to decide with the OSA No.30 of 2006), that was allowed by the common judgment dt.02-10-2010 and the Official Liquidator accepted the balance amount and executed sale deed on 30-07-2010 concerned, there is no any separate review against it filed by any one. Thus, but for within the limited scope of review against OSA No.30 of 2006 as parties to it, if not also of OSA No.3 of 2007, no independent orders like sitting in appeal against the C.A.No.1529 of 2006 are required to be passed herein.

2. The contentions in the grounds of the five review memoranda impugning said common judgment (supra) in nutshell are that:

A). In Rev.A.No.893 of 2010 against O.S.A.No.30 of 2006:

When earlier C.A.No.151 of 1998 filed for ordering sale of the assets of the Company pending the winding up petition was dismissed, for ord




























































































































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