THE HON’BLE SRI JUSTICE T.VINOD KUMAR COMPANY APPLICATION No.70 of 2025 In COMPANY PETITION No.170 of 2012 & Batch

O R D E R

This Company Application is filed to declare the action of

2^nd respondent in proceeding against the assets of the Company-in- Liquidation i.e. land and buildings situated at plot No.40, admeasuring 20,675 sq. meters in Sy.Nos.315, 317, 318, 319 and 336, Phase-I, Industrial Park, Pashamylaram village, Patancheru Mandal, Sangareddy District by initiating sale of the same without obtaining leave of the Hon’ble High Court as arbitrary, illegal, void, ab initio and contrary to the provisions of the Companies Act, 1956 ( for short ‘the Act’) and consequently direct the 2^nd respondent-Bank to obtain necessary leave of the Hon’ble High Court to stay outside the winding up proceeding with the sale of the asset of the Company-in-Liquidation or reaching an OTS with the 3^rd respondent Company.

2. Heard Sri L.Venkateshwar Rao, learned counsel for the applicant, Sri J.Sreenadh Reddy, learned counsel for the Official Liquidator and Sri B.S.Prasad, learned Senior Counsel appearing on behalf of 2^nd respondent, and perused the record.

3. The applicant herein claiming himself to be a former Director of the 1^st respondent Company-in-Liquidation, filed the present application. By the present application, the applicant claims that the 2^nd respondent is proceeding with the sale of the immovable assets of the Company-in-Liquidation without obtaining leave of the Court under Section 446(1) r/w Section 537(1) of the Act, which action of the 2^nd respondent, it is contended would make the action of e.aucion as null and void.

4. The applicant contends that the petition for winding up of the 1^st respondent Company was filed in the year 2012 and was ordered by this Court on 21-08-2018 and that the 2^nd respondent, who is a secured creditor, has chosen to remain outside the liquidation process.

5. Applicant further contends that the 2^nd respondent having chose to remain outside the liquidation process, had addressed a letter dated 27-12-2024 to the Official Liquidator representing the 1^st respondent Company-in-Liquidation seeking for issuance of No Objection Certificate in favour of the 2^nd respondent for recovery of dues through SARFAESI/OTS/DRT.

6. It is also contended on behalf of the applicant that, by the aforesaid letter addressed by the 2^nd respondent to the Official Liquidator, it has been stated that the 2^nd respondent has issued e.auction notice on 09-12-2024 showcasing the 1^st respondent factory at Pashamylaram for e.auction scheduled on 10-01-2025, and in the meantime, the borrower had approached the 2^nd respondent with proposal for One Time Settlement (OTS); and that the matter is simultaneously pursued through DRT also.

7. On behalf of the applicant, it is further contended that the applicant herein had made an offer of Rs.30.00 crores under OTS and the 2^nd respondent, without considering the aforesaid offer is seeking to proceed with the e.auction.

8. On behalf of the applicant, it is also contended that the Official Liquidator representing the Company-in-Liquidation on receiving the letter dated 27-12-2024, vide reply dated 07-01-2025 by drawing attention of the 2^nd respondent to the provisions of Section 446(1) and 537(1) of the Act has stated that in the event the 2^nd respondent wants to proceed against the assets of the 1^st respondent Company-in-Liquidation, it is necessary to obtain leave of the Hon’ble High Court and that the 2^nd respondent had published sale notice inviting bids from the prospective purchasers fixing the date of e.auction as 10-01-2025, without leave of the Hon’ble High Court, and thus, the proposed sale of assets to be conducted on 10-01-2025 is highly objectionable.

9. On behalf of the applicant, it is further contended that notwithstanding the aforesaid categorical reply given by the Official Liquidator, the 2^nd respondent is proceeding with the sale of the assets of the 1^st respondent-Company-in-Liqui