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IN THE HIGH COURT OF JUDICATURE AT HYDERABAD FOR THE STATE OF TELANGANA AND THE STATE OF ANDHRA PRADESH
Vilas V. Afzulpurkar & B. Siva Sankara Rao, JJ.
M. Rama Bhushanam, Ex-Managing Director, M/s. Commercial Agro Products Private Limited – Applicant
Versus
Commercial Agro Products Private Limited (In Prov. Liqn.) Rep. by the Official Liquidator and Another – Respondents
Revision Appeal Nos. 873, 892, 893, 894, 895 of 2010 & O.S.A. Nos. 3, 28 of 2007 & O.S.A. Nos. 30, 45 of 2006
Decided On : 17-07-2015
Companies Act -Section 433 & 439 -C.A. filed for ordering sale of the assets of the Company pending the winding up petition was dismissed, for ordering sale by the impugned order with no change in circumstances or reasons, that there is no proper valuation, to base on valuation report dated 25.04.2004 of the assets sought to be sold in the application filed for the same pending for two years to the date of sale ordered, for no fresh valuation of the assets have been done that the judgments cited during the hearing not even adverted to in the impugned order, that it is urged during hearing a specific ground was taken in the memo of grounds that the appellant valued the land at Rs. 6.00 crores in the statement of affairs filed and the lands of an extent of Ac. 1507.00 were divided into 10 lots of Ac., thus, making of lots un-yieldy and not into marketable lots to obtain higher price which is the object of auction and the same is not even adverted to in the order, that it is even specifically urged during the hearing that scheme of arrangement is pending in C.A. before the Company Court without disposing said application, Court could not have ordered for sale even urged that when ordering of the sale itself is illegal, the sale can be set aside even after registration of sale deeds and same is neither adverted to nor even noted in the impugned order –Held the learned senior counsel for the review petitioners has pointed out errors in the order under review relating to some of the dates of the events mentioned in the order, it is significant to notice that the Division Bench also was very much conscious of the fact that while the voluntary winding up was sought by the company by passing resolution. well settled that a review jurisdiction is limited and is not exercised for rehearing of the appeals nor is to be exercised on pointing out any insignificant factual error in the order under review. Further, review jurisdiction cannot be exercised to undo the asset value realised by the company by a process of public auction merely on the basis of a speculative promise of the review petitioner to settle all the debts and to restructure the company to make it viable. Except the proposers, the review petitioner has not been able to substantiate any such proposers. either to the satisfaction of the learned company judge or to the satisfaction of the Division Bench where the appeals were pending for about four years and were posted from time to time for hearing. It is evident that all the auction purchasers were put in possession and appropriate conveyances have already been executed in their favour by the Official Liquidator. any ground in support of the review petitions. Hence, they are accordingly dismissed –Petition is Dismissed.
1. 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 Under Section 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 O.S.A. 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 O.S.A. No. 3 of 2007.
(1) (A) Factual matrix:-
(i) Application No. 893 of 2010 (in so far as O.S.A. No. 30 of 2006 against the order dated 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 O.S.A. No. 45 of 2006 against the order dated 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 O.S.A. No. 3 of 2007 against final order dated 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 O.S.A. No. 28 of 2007 against the order dated 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 dated 02-10-2010 in so far as O.S.A. 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 dated 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 dated 07-10-2006, that was refused to accept by the Official Liquidator saying there is stay of confirmation of sales in O.S.A. 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 O.S.A. No. 30 of 2006) and by order dated 29-11-2006 (pursuant to the note from order of the Company Court dated 16-11-2006, tagged to decide with the O.S.A. No. 30 of 2006), that was allowed by the common judgment dated 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 O.S.A. No. 30 of 2006 as parties to it, if not also of O.S.A. 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 Revision Appeal No. 893 of 2010 against O.S.A. No. 30 of 2006:
When earlier C.A. No. 151 of 1998 filed for
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