ORDER :

1. Heard learned advocate Mr. Ashok L. Shah for the applicant and learned advocate Mr. Pathik M. Acharya for the respondent.

2. Learned advocate Mr. Ashok L. Shah for the applicant seeks permission to delete respondent no.2 who was joined at his request vide order dated 17th July, 2017 as presence of the Director of company in liquidation is not required for disposal of this application which is filed under section 536(2) of the Companies Act, 1956 (For short “the Act, 1956”) for validation of the transaction entered into by the applicant with the company in liquidation as per registered sale deed dated 24th September, 2012. Permission is granted.

3. The brief facts with regard to the transaction entered into by the applicant company with the company in liquidation after 11th June, 2012, the date on which the company petition for winding up was filed before this Court, is as under :

(3.1) A winding up petition being Company Petition No. 139 of 2012 was filed on 11th June, 2012 against the Company by one of its unsecured creditors on the ground that the Company is unable to pay its debts and that the Company should be wound up.

(3.2) The said Company Petition No. 139 of 2012 was admitted by this Court by its order dated 15-1-2013.

(3.3) By a further order dated 18-11-2013 passed in Company Application No. 661 of 2013 in Company Petition No. 139 of 2012, this Court directed advertisement of the Company Petition to be published in “Indian Express” and “Divya Bhaskar”

(3.4) The advertisements as directed by this Court were published in “Indian Express” and “Divya Bhaskar” on 22-11-2013. The Company was ultimately ordered to be wound up by an order of this Court dated 22-7-2015.

(3.5) The Company owned and possessed factory, land and building and plant and machineries at shed being Plot No. A/2/10 admeasuring about 2157 sq. mtrs. along with construction thereon (of approximately 1075 sq. mtrs.) (bearing original Survey No. 724 within the village limits of Mauje Vapi) situated and lying in the G.I.D.C. Area of village Mauje Vapi, Taluka and Registration Sub-District of Pardi in the District of Valsad together with its plant and machineries and with rights to use manufacturing chemical permissions and gas, light and water connection (hereinafter referred to as “the said property”). The said property was already mortgaged by the Company with its bankers Dena Bank, Wadala Branch, Mumbai for various loans/credit facilities granted by the Bank to the Company.

(3.6) The applicant is in the business of manufacturing of metanilic acid, Resist Salt, etc. and was looking for a suitable plot etc. for expansion of its business. In about April- May 2012, the applicant came to know that the Company’s said shed, plant and machineries were lying idle and the Company was looking out for sale of the same to pay off its dues to its Bankers. The applicant inquired with Shri Rushabh Maheshbhai Shah, Director of the Company if the Company would like to sell the said property to the applicant. The applicant was also informed that the Company was also in negotiations with its bankers for one time settlement of its dues, substantially from out of sale of its said property and that ultimately the Company had arrived at a One Time Settlement with its bankers for an amount of Rs.285/- lakhs. Simultaneously, negotiations also took place between the applicant and the Company for the sale of the said property and ultimately the Company agreed to sell the said property to the applicant firm for a total price of Rs. 2,76,00,000/-.

(3.7) The Company’s banker, Dena Bank, Wadala Branch, Mumbai had also agreed to release its charge on the said property if an amount of Rs. 2,70,00,000/- was paid to it. It was agreed that out of the total consideration of Rs. 2,76,00,000/- payable by the applicant to the Company, the Company would directly pay to the Company’s banker, the amount of Rs.2,70,00,000/- towards the Company’s dues to its bankers and on receipt of the said amount