The Tribunal emphasized the necessity of conducting public auctions for company assets to ensure transparency and maximize returns, rejecting private sale due to inadequate advertisement.

ORDER

1. This IA has been filed under Section 290 of the Companies Act, 2013 read with Rule 11 of the NCLT Rules, 2016 by the Liquidator of Shramik Multitrade Private Limited (in Liquidation) seeking approval for sale of Office No.301, 3^rd Floor, Continuum Tower, Ram Mandir Road, Vile Parle (East), Mumbai-400057, admeasuring 525 Sq. Ft. (said Property) through Private sale to Mr. Divyesh Dagliya.

2. Background

2.1 The Shramik Multitrade Private Limited (Company) was admitted into the Winding Up Process vide order of this Tribunal dated 13.01.2023 and appointed the Applicant as Company Liquidator. The Company was allotted the said Property in lieu of the flat previously owned by the Company prior to redevelopment. After receiving possession of the said Property, the Applicant, with the approval of the winding-up committee, put the said Property up for public auction as per the auction notice dated 19.12.2024, for a reserve price of Rs. 1,71,15,000/-. Since there was no Expression of Interest, the 2^nd auction was conducted on 13.01.2025 for a reserve price of Rs. 1,54,03,500/-. Again, the 3^rd public auction was conducted pursuant to the auction notice dated 10.02.2025 for a reserve price of Rs. 1,54,03,500/-. The Applicant did not receive any Expression of Interest even for the 3^rd auction conducted on 10.02.2025.

2.2 In the circumstances, the Applicant started finding buyer and contacted many real estate brokers and known persons. As a result, three parties have given final offers, details of which are as under:

2.3 The Winding Up Committee at its meeting held on 27.03.2025 approved the highest offer which was received from Mr. Divyesh Dagliya (Successful Buyer). Accordingly, the Applicant has issued a letter of intent to the Successful Buyer on 01.04.2025. The Successful Buyer has also made the advance payment of 10% on 02.04.2025. In the circumstances, the Applicant has filed the present Application.

3. Analysis and Findings

3.1 We have heard the Ld. Counsel appearing for the Applicant and also perused the documents on record.

3.2 Before dealing with the submissions in the present application it is appropriate to extract the relevant provisions of the Companies Act, 2013 and the NCLT Rules, 2016:

“290. Powers and duties of Company Liquidator. —

(1) Subject to directions by the Tribunal, if any, in this regard, the Company Liquidator, in a winding up of a company by the Tribunal, shall have the power —

(a) ……

(b) ……

(c) to sell the immovable and movable property and actionable claims of the company by public auction or private contract, with power to transfer such property to any person or body corporate, or to sell the same in parcels.

………

(2) The exercise of powers by the Company Liquidator under sub-section

(1) shall be subject to the overall control of the Tribunal.”

“11. Inherent Powers. –

Nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to make such orders as may be necessary for meeting the ends of justice or to prevent abuse of the process of the Tribunal.”

A plain reading of the aforesaid provisions makes it clear that the sale of immovable and movable property and actionable claims of the company by public auction or private contract shall be subject to the directions by the Tribunal and shall be subject to the overall control of the Tribunal.

3.3 The records reveal that the Company has only one asset i.e. the said Property which is an office premise located on 3^rd Floor, Continuum Tower, Ram Mandir Road, Vile Parle (East), Mumbai-400057. The developer has handed over the said premises to the Applicant after much persuasion on 23.12.2024. The valuation of the said Property is as under: