JUDGMENT :

(I.P. Mukerji, J.)

One Gauranga Sundar Das and Sunil Kumar Das owned 5 bighas, 5 chittacks and 25 sq. ft. of immovable property. It was premises No. 2, Biren Roy Road (West), Behala, Kolkata. On 10th July, 1978 they conveyed a part of it comprising 2 bighas, 18 cottahs, 15 chittacks to Das Reprographics Ltd. (front portion). They retained the other part (rear portion). The Das brothers were at one time directors of this company.

2. On examination of the records of the proceedings before the Debts Recovery Tribunal and the Memorandum of Understanding, referred to later, it appears that this company had taken loans and advances of substantial amounts from United Bank of India and West Bengal Financial Corporation. Each of these creditors claimed that both the portions of 2 Biren Roy Road were mortgaged to them to secure the loan. On or about 11th March, 1993 United Bank of India filed a suit in this court to realize its claim of over Rs.2 crores against this company and its directors.

3. By an order passed by this court in liquidation proceedings, on 21st December, 1994 the company was directed to be wound up.

4. The Recovery of Debts due to Banks and Financial Institutions Act, 1993 came into force shortly thereafter.

5. The suit was transferred to the Debts Recovery Tribunal where the proceeding was numbered as TA 41 of 2002. The Corporation applied before the Tribunal to be added as a party to it and was so added. They made a claim based inter alia on mortgage of the said property: 2, Biren Roy Road. This claim was disputed by United Bank of India. The Corporation prayed for sale of this property and for payment of their claim from the sale proceeds in protanto satisfaction thereof.

6. Our company court by its order dated 16th January, 1998 followed by its order dated 6th January, 2005 in Company Petition No. 151 of 1985 sold the front portion of the said property to Efcalon. The Corporation objected to that sale and preferred an appeal before a division bench of this court on the ground that neither the front nor the rear portion could be sold to Efcalon.

7. Apart from the front portion, the Corporation also claimed an interest in the rear portion of the property. Concurrently, Efcalon joined the proceedings before the tribunal.

8. On 7th July, 2008 a Memorandum of Understanding was executed between the Corporation described therein as the creditor and Efcalon described as the purchaser. The preamble part of this Memorandum made it abundantly plain that the entire claims of the Corporation including actionable claims against the company-in-liquidation were being transferred to Efcalon.

9. In the Memorandum, Recital F is of paramount importance. It narrates that the parties with the view to settle their disputes and differences "against the said order dated 6th January, 2005" have agreed that the Corporation would transfer "its entire claim against the company-in- liquidation and against its directors, Gouranga Sundar Das and Sunil Kr. Das to Efcalon and had assigned all its actionable claims including those mentioned in TA No. 41 of 2003." In those circumstances, the appeal (before the division bench) would be withdrawn.

10. Now, I come to the habendum portion. Clause 3 is of most significance. The Corporation would be "deemed to have transferred, conveyed, assured and assigned all its claims against the company-in-liquidation and against the said Gouranga Sundar Das and Sunil Kr. Das.....including its claim in TA No. 41 o