JUDGMENT

(Prayer: Original Side Appeal filed under Order XXXVI Rule 9 of CPC read with Clause 15 of the Letters Patent against the judgement and Decree dated 19.07.2016 passed by the Justice Mr.Rajiv Shakdher made in Company Application No.1010 of 2015 in C.P.No.103 of 1993.

Original Side Appeal filed under Order XXXVI Rule 9 of CPC read with Clause 15 of the Letters Patent against the Judgment and Decree dated 29.04.2013 made in Company Application No.125 of 2011 in C.P.No.103 of 1993.)

Common Judgment: (Abdul Quddhose, J.)

The points for consideration in these intra Court appeals filed under Order XXXVI Rule 9 of CPC read with Clause 15 of the Letters Patent are as follows:

(a) whether the learned Single Judge was right in rejecting the application filed under Section 536(2) of the Companies Act, 1956 by M.Lakshmi Narayana Choudhary (deceased) seeking to validate the Deed of transfer of leasehold rights dated 30.01.1997 executed in his favour by Sethuram Thiyagarajan Engineers Pvt. Limited (in short, ‘STEPL’), the company under Liquidation on the ground that the alleged transfer is not a bonafide transfer and not entered into in the interest of the company and its creditors.

(b) whether the learned Single Judge was right in dismissing the application filed by Lakshmi Narayana Choudhary (deceased) under Section 446 (1) of the Companies Act, 1956 seeking leave of the Court to institute a suit against STEPL, the company under liquidation for (i) recovery of a sum of Rs.40,13,169.21 and (b)permanent injunction restraining the defendants 2 and 3 in the proposed suit from any manner attempting to deal with his entitlement to 167 sq. ft of site area and builtup area admeasuring 3962.59 sq. ft –1279 sq. ft inclusive of common area in the 5th floor, Temple Tower:, 672/476, Anna Salai, Nandanam, Chennai –600 035.

2. The entire case revolves upon the Deed of transfer of leasehold rights dated 30.01.1997 executed by Sethuram Thiyagarajan Engineers Pvt. Limited, the company under liquidation in favour of Lakshmi Narayana Choudhary (deceased). The Appellants herein are the legal representatives of the deceased Lakshmi Narayana Choudhary who was the applicant seeking validation of the said transfer. According to the Appellants, Lakshmi Narayana Choudhary (deceased) did not have knowledge about the pendency of winding up petition filed against STEPL, at the time of entering into the deed of transfer of leasehold rights dated 30.01.1997. According to the Appellants, Lakshmi Narayana Choudhary (deceased) parted with a sum of Rs.30,00,000/- to the respondent Bank on the date of transfer of leasehold rights and therefore, Lakshmi Narayana Choudhary (deceased) cannot be branded as a malafide transferee. It is the case of the Appellants that the company under liquidation as well as its creditors benefitted by the Deed of transfer of leasehold rights dated 30.01.1997 executed in favour of Lakshmi Narayana Choudhary (deceased) and therefore, Lakshmi Narayana Choudhary (deceased) is a bonafide transferee and according to them, the learned Single Judge of this Court ought to have allowed the application seeking for validation of transfer of leasehold rights under section 536(2) of the Companies Act, 1956.

3. However, it is the case of the respondents that Lakshmi Narayana Choudhary (deceased), the alleged transferee under the Deed of transfer of leasehold rights dated 30.01.1997 is not a bonafide transferee and further it is their case that Lakshmi Narayana Choudhary (deceased) had full knowledge of the pendency of winding up proceedings and the payment of Rs.30,00,000/- was also not paid by him towards discharge of the loan availed by the company under liquidation. It is also their case that the application filed by Lakshmi Narayana Choudhary (deceased) seeking validation of transfer is hopelessly barred by law of limitation as it has been filed only in the year 2011. It is also their case that the relief sought for in the proposed plaint to be filed agains