HON’BLE SRI JUSTICE K. LAKSHMAN COMPANY APPLICATION No.7 OF 2021 in COMPANY PETITION No.328 OF 2015

ORDER

Heard Sri Vikram Pooserla, learned Senior Counsel representing Ms. Siva Praneetha Sreeramula, learned counsel for the Applicant and Sri J. Srinadh Reddy, learned standing counsel appearing for Official Liquidator (OL). Despiteservice of notice, none appears for 2^nd respondent.

2. This application is filed under 536 (2) of the Companies Act, 1956 (for short, ‘the Act’) read with Sections 9 and 10 of Companies (Court ) Rules, 1959 (for short, ‘the Rules’) and Section 151 of CPC to declare the Applicant as the rightful owner of the property i.e. the land admeasuring 7865 sq.yards or Ac.01.25 guntas out of Ac.3.20 guntas in Sy.No.655 (part), situated at Peddapur Village and Grampanchayat, Sadasivpet Mandal, Sangareddy District ( for short, ‘the subject property’) purchased vide registered sale deed bearing document No.67 of 2018, dated 03.01.2018 and also to declare the said transaction as bonafide.

3.The Applicant filed the present application contending as follows:-

i. The Applicant is a company by name M/s. McLanahan India Private Limited. It was incorporated on 05.01.2015.

ii. Vide agreement of lease dated 01.08.2015 the Applicant leased a portion of the factory shed of the respondent No.1 company i.e. M/s GE Godavari Engineering Industries Limited, for a period of 12 months in the subject property for the purpose of assembly and fabrication works. Later, on 01.08.2016, the Applicant entered into another agreement of lease for a period of 36 months i.e., until 31.07.2019.

iii. Soon after the lease agreement dated 01.08.2015, the Applicant came to know that the leased premises had become a stressed asset and its possession was to be taken and the said premises was to be vacated.

iv. The Applicant was aware of the Letter of Arrangement dated

16.10.2014 wherein drop line facility of Rs.5,00,00,000/- (rupees five crores) has been extended to the 1^st respondent by 2^nd respondent - the State Bank of India (SBI) subject to certain conditions inter alia including mortgage of the leased premises with third party guarantees.

v. Thefact of the premises becoming a stressed asset is an impression by the 1^st respondent that it was working towards fulfilling its obligations under the said Letter of Arrangement with SBI dated 16.10.2014 and vacating the premises at such notice under Rule 1 of Security Interest (enforcement ) Rules, 2002 was not feasible as the same would have impact on its business adversely, given the large equipment and inventory at the premises and partly constructed/assembled large machines which could not be removed from the premises.

vi. They reached a consensus regarding the release/sale of the premises vide e-mail dated 11.01.2017 from Respondent No.2 to both the parties.

vii. A MOU was executed between the Applicant and the 1^st respondent on 25.01.2017 for the proposed sale of the said premises and the execution of the MOU was overseen by Respondent No.2 to whom all funds and payments connected to the MOU were to be paid.

viii. The Applicant has paid a sum of Rs. 20,00,000/- to 2^nd respondent - bank as recorded In the MOU in paragraph No.i. The balance sale consideration of Rs. 3,80,00,000/- (three crores 80 lakhs) was to be paid by the applicant to the Respondent No.2.

ix. The Applicant and 1^st respondent entered into a registered sale deed bearing document No. 67 of 2018, dated 03.01.2018 for sale of the subject property for a total consideration of Rs.4,00,00,000/- in accordance to the valuation report issued by Respondent No.2 where in it was directly paid in installments to Respondent No.2. Further, the Respondent No.2 has issued a No Objection to release the subject property from mortgage charge through letter dated 24.05.2017 issued to by the Respondent No.1.

x. Subsequent to the said sale deed dated 03.01.2018, on

10.02.2020, the Applicant discovered that a notice dated 03.02.2020 was sent from the Official Liquidator