Elecon Engg. Co. Ltd. vs Official Liquidator of Shree Vallabh Glass Works Ltd.

M.R. Shah, J.—Present Judges Summons has been taken out by the applicant-Elecon Engineering Co. Ltd., - purchaser of land bearing Survey No. 368, admeasuring 33,790.78 sq. mtrs. situated at Karamsad, District: Anand for the following reliefs:

(A) That this Hon''ble Court be pleased to direct the respondent No. 2-Chief Officer of the Notified Area Office of GIDC to issue No Objection to the applicant without insisting the applicant to pay the arrears of tax up to the date of confirmation of sale of the land covered by Lot No. V, i.e., land bearing Survey No. 368, admeasuring 33790.78 Sq. Mtrs. situated in village Karamsad, District: Anand in the interest of justice and equity;

Without prejudice to the above relief and in the alternative

(B) That this Hon''ble Court be pleased to direct the respondent No. 2-Chief Officer of the Notified Area Office of GIDC to issue No Objection to the applicant without insisting the applicant to pay the arrears of tax upto the date of winding up of the company in liquidation in respect of the land covered by Lot No. V, i.e., land bearing Survey No. 368, admeasuring 33790.78 Sq. Mtrs. situated in village : Karamsad, District: Anand in the interest of justice and equity;

At the time of bearing of the present application, Shri Pahwa, learned advocate appearing on behalf of the applicant did not press the prayer in terms of paragraph No. 1(A) and has requested to consider the alternative prayer in terms of paragraph 1(B) only. Therefore, this Court is required to consider the prayer of the applicant in terms of 1(B) only.

It is the case on behalf of the applicant that applicant has purchased Lot No. V of land bearing Survey No. 368, admeasuring 33,790.78 sq. mtrs. situated at Karamsad, District: Anand for sale consideration of Rs. 6.91 crores subject to the terms and conditions as are contained in the tender notice and the same has been confirmed by this Court vide order dated 15-12-2006 passed in OLR No. 156 of 2006. It is submitted that after purchase of the aforesaid property and on payment of full sale consideration and after the execution of the Deed of Conveyance dated 31-3-2008, the applicant approached the Chief Officer, Notified Area, GIDC to obtain the No Objection by application dated 5-2-2010. It is submitted that in response thereto, the Notified Area of Office of the GIDC has addressed a letter dated 9-2-2010 to the applicant stating therein that as there is outstanding amount of tax due, the applicant cannot be given No Objection Certificate. It is submitted that applicant thereupon addressed a detailed representation dated 11-3-2010 to the respondent No. 2 pointing out that applicant being the auction purchaser is not liable to pay outstanding dues of the company in liquidation as claimed by the respondent No. 2 and the respondent No. 2 has objected to lodge the claim with the Official Liquidator and the Official Liquidator, in turn, is obliged to settle the dues of respondent No. 2 in accordance with provisions of the Section 530 of the Act. It is submitted that still the respondent No. 2 is insisting that the applicant shall pay the entire amount of tax liability and therefore, the applicant has preferred the present application. Shri Pahwa, learned advocate appearing on behalf of the applicant has submitted that the applicant has purchased the property of company in liquidation comprised in Lot No. V, i.e., land bearing Survey No. 368, admeasuring 33790.78 Sq. Mtrs. situated in village Karamsad, District: Anand for a sale consideration of Rs. 6.91 crores on the terms and conditions of the sale as per the tender document which came to be confirmed by this Court vide order dated 15-12-2006 passed in OLR No. 156 of 2006. It is submitted that as per the terms and conditions of the tender form, the applicant-Company who purchases the property in question shall be liable to pay all statutory dues, if any, due and payable on the terms and conditions of the said sale only up to the date of winding up of the company i.e., properties of the subject company for the period after the date of winding up order and the payment of such dues for pre-liquidation period shall be settled as per the provisions of the Companies Act, 1956. Therefore, it is submitted that for payment of any dues for pre-liquidation period, the purchaser should not be liable to pay. It is submitted that as per the terms and conditions of the tender form, more particularly. Clause 15 of the terms and conditions of payment of dues for pre-liquidation period shall be settled as per the Companies Act, 1956. It is submitted that despite the same, respondent No. 2, Chief Officer, Notified Area, GIDC, Vitthal Udhyognagar, Anand is insisting for payment of entire amount of tax and/or levy while issuing ''No Objection Certificate'' in favour of the applicant. Shri Pahwa, learned advocate appearing on behalf of the applicant has submitted that as such, the applicant is ready and willing to pay whatever the amount is outstanding towards tax, water charges and drainage charges for the period post-winding up and the same shall be deposited with the respondent No. 2 within a period of 21 days from today. Shri Pahwa, learned advocate appearing on behalf of the applicant has relied upon the decision of this Court rendered in Company Application No. 474 of 2009.

Shri N.V. Anjariya, learned advocate appearing on behalf of the respondent No. 2 has submitted that the respondent No. 2 shall inform the petitioner about the amount outstanding towards Notified Area tax water charges, and drainage charges for the period post-winding up and for the outstanding amount due and payable for the period of pre-winding up, respondent No. 2 shall lodge a claim with the Official Liquidator within a period of 4 (four) weeks and for the rest of the amount i.e., for the post-winding up period, applicant may be directed to pay the same at the earliest.

Having heard the learned advocate appearing on behalf of the respective parties and considering the terms and conditions of the sale, as per the tender document, applicant-auction purchaser is liable to clear outstanding dues of the notified area towards tax, water charges and drainage charges etc., due and payable to the respondent No. 2 for post-winding up period only and any outstanding dues towards tax and water charges and drainage charges, pre-winding up period, the applicant-purchaser cannot be saddled with liability.

Under the circumstances, let the applicant pay/deposit with the respondent No. 2 any outstanding dues towards tax, water charges and drainage charges, etc., for the post-winding up period within a period of 3 (three) weeks from today and on such deposit, the respondent No. 2 shall issue No Objection to the applicant. For the rest of the outstanding amount towards notified area, tax, water charges and drainage charges for the pre-winding up, it will be open for the respondent No. 2 to lodge their claim before the Official Liquidator, and as and when such a claim is lodged by the respondent No. 2, the same be considered by the Official Liquidator in accordance with law and on its own merits considering the provisions of the Companies Act, 1956, more particularly, Section 530 of the Companies Act, 1956.

With this, present application is disposed of.