CAV JUDGMENT

(PER: HON'BLE MR. JUSTICE VENKATESH NAIK T)

The appellant has filed this appeal under Section 483 of the Companies Act, 1956, read with Section 4 of the High Court Act, 1961, and sought for the following reliefs:

"A) Call for the records of the application in C.A. No.242/2023 in Co.P No.57/2012 on the file of the learned Company Court;

B) Set aside the order dated 14.03.2025 passed by the learned Company Court in C.A. No.242/2023 in Co.P No.57/2012;

C) Consequently, allow the application in C.A. No.242/2023 in Co.P No.57/2012 and direct the first respondent to cooperate and execute necessary documents to transfer the Khata; and

D) Pass such other and further orders as may be just."

2. The operative portion of the order dated 14.03.2025 passed by the learned Single Judge in C.A. No.242/2023 reads as under:

"a. The Sale Deed dated 21.05.2012 executed by the Company in liquidation in favour of the applicant being void in terms of Section 536 and 537 of the Companies Act, 1956 and Section 334 and 335 of the Companies Act, 2013 are formally declared to be void.

b. The jurisdictional Sub-Registrar is directed to cause entries in his books about the said Sale Deed being void and cancel the entries relating thereto in his register.

c. The Official Liquidator is directed to take possession of the property bearing unit No. 202 (New No.222) situate in level/floor - III of "CANBERRA" block, in UB- City, Bengaluru along with the open space attached thereto.

d. If the applicant were not to hand over possession thereof, the Official Liquidator is directed to take possession of the said premises in accordance with law.

e. On taking possession of the said premises, the Official Liquidator is directed to bring the said property for auction after taking necessary permission from this Court and complete the auction process in accordance with law by obtaining such orders from this Court as and when are necessary."

3. Being aggrieved by the impugned order, the appellant - M/s. Brunton Developers is before this Court.

4. For the sake of convenience, the parties are referred to as per their ranking before the learned Single Judge of this Court.

5. Brief facts of the appellant's case are as under:-

The Prestige Estates Projects Private Limited ('Developer' for short), a company incorporated under the Companies Act, 1956, entered into a joint development agreement with United Breweries (Holdings) Ltd., first respondent herein, for developing the property bearing No.24, Vittal Mallya road, Bengaluru, belonging to the latter for construction of a commercial building. As per the terms of the Joint Development Agreement, upon completion of the project (which was named 'UB City'), the Developer was entitled to 45% share in each unit, while the first respondent was entitled to retain 55% share in each unit.

6. Accordingly, Unit No. 202 (New No. 222), comprising 4,210 sq. ft. of covered space, on level/floor III of Canberra Block, which is a single unit with single entrance and exit, was jointly held by the Developer and the first Respondent. The Developer held 45% of the unit, amounting to 1,894 sq. ft. The first respondent held the remaining 55%, amounting to 2,316 sq. ft. In addition to the covered space, in the said unit, included an open space area measuring 2,858.90 sq. ft, which was also distributed in the same proportion. The measurement of the property, i.e., an area of 1,515.80 sq. ft. fell to the share of the first respondent and an area of 1,343.10 sq. ft. fell to the share of the Developer.

7. A sister concern of the appellant, namely, Prestige Cuisine, purchased the Developer's share of 45% from the Developer by way of a registered sale deed dated 11.11.2011. Since the Unit is one with single entrance and exit, appellant purchased 55% share of Unit No.202 (New No.222) held by the first respondent under a registered sale deed dated 21.05.2012. The aforesaid property is hereinafter referred to as the 'schedule property'.

8. The scheduled property was co