New Tobacco Co. Ltd. vs Official Liquidator

Baboo Lall Jain, J.—The order dated February 23, 1994, made by S. C. Sen J. (as His Lordship then was), inter alia provided as follows:

The only choice before the Court was to sell the assets of the company piecemeal and divide the proceeds amongst the creditors. The apprehension of the Court was that even if all the assets were sold, the highest price realised would not be sufficient to pay off all the creditors. At the same time, about 2,100 workers would be rendered jobless. In fact, the erstwhile Committee of Management had stopped paying wages during the last three or four months to their workers. The workers are actually without any income and employment for a long period of time. Certain offers came for outright sale of the assets of the company, but the sale could not be finalised because valuation of the assets of the company could not be made in a hurry. The first Valuer appointed declined to act after some time. The second Valuer appointed declined to act after some time. The second Valuer met with an accident and valuation process has been stalled. There is no likelihood of valuation of all the assets of the company both at Biccavalu in Andhra Pradesh and at Calcutta being completed within a reasonable time. In that view of the matter it was decided to give the assets of the company to somebody on lease on a trial basis. Various offer came from a number of parties. To show the bona fide of the parties, they were directed to deposit Rs. 2 crores each. Only Prudential Equity Fund Ltd. and R. D. Builders and Developers Ltd. were able to deposit Rs. 2 crores. They have also offered to pay lease rent of Rs. 1 Crore 75 lakhs per annum which was the highest offer at the material time. Later on when the money was deposited, another offered; viz. S. D. Distributors wanted to raise their bid. But unfortunately the cheques given as deposit of Rs. 2 crores had been dishonoured by non-payment. Therefore their case could not be considered.

Under these circumstances, the proposal of Prudential Equity Fund Ltd. and R. D. Builders and Developers Ltd. which offered to run the business of the company temporarily for three years on lease paying a rent of Rs. 1 Crore 75 lakhs is accepted on the terms and conditions contained in the proposal for lease. After the valuation report is received, steps would be taken to sell the assets of the company to the highest bidder by auction This has also been provided in the agreement for lease itself. Formal lease agreement will be signed for and on behalf of Prudential Equity Fund Ltd. and R. D. Builders and Developers Ltd. and Sri Mathura Nath Banerjee, who has been appointed the Special Officer, and also by the Official Liquidator. The agreement will be filed in Court.

There is another factor which weighed with this Court in the matter of giving lease of the company to the highest bidder. The workers Unions had entered into an agreement with Prudential Equity Fund Ltd. and R. D. Builders and Developers Ltd. The State Government has also supported the said agreement between Prudential Equity Fund Ltd. and R. D. Builders and Developers Ltd. and the workmen represented by a number of trade Unions.

The said order also provided as follows: Prudential Equity Fund Limited and R. D. Builders & Developers Limited are to be handed over all the properties of New Tobacco Co. Ltd. both in West Bengal and at Biccavellu at Andhra Pradesh on the terms and conditions contained in the proposal for lease handed up in Court today.

An undertaking has been given on behalf of the lessees to pay the balance amount of Rs. 75,00,000 to ''he Special Officer on account of lease rent by 30 i April, 1994.

A Revolving Bank Guarantee must be furnished by 31st May, 1994. It is made quite clear that if the Revolving Bank Guarantee is not furnished by 31st May, 1994, and the balance amount of Rs. 75,00,000 is not paid in time, this order will stand recalled and the Special Officer will immediately take possession of the assets of the company and the lessees undertake to hand over possession of all the assets and properties of the company immediately back to the Special Officer.

3, It is quite clear from the said order that the intention of the Court was that after the valuation report was received, steps would be taken to sell the assets of the company to the highest bidder by auction. It was also provided in the agreement for lease itself.

The said order dated February 23, 1994, was modified by an order dated March 7, 1994. By the said order the lessee was to have first option to purchase the assets of the company at the highest bid. By the said order dated March 7, 1994, it was inter alia ordered as follows:

So far as possession of the office space of premises Nos. 1 and 2, Old Court House Street Corner, Calcutta, is concerned, the Joint Special Officers will remain in possession. Mr. Abhijit Mitra''s client will, not take any steps in changing the nature and character or position of the office space of the premises in dispute. There will be an order of status quo as regards possession of the said disputed premises. The lessee will be entitled to run their business from the disputed premises under the Joint Special Officers on an undertaking to hand over possession whenever directed by the Court to do so. Mr. Mitra''s Advocate on record will serve a copy of the petition filed by his client, M/s. Excel Tea Manufacturing Pvt. Ltd. upon the lessee in course of the day. The lessee will be at liberty to file affidavit-in-opposition to that petition. Such affidavit-in-opposition is to be fifed by 15.1.1994. Affidavit-in-reply, if any, is to be filed by 21.3.1994, and the petition will appear in the list on 21.3.1994, at 2 p.m. as ''application (adjourned)''. Mr. Amit Sengupta, Mr. Abhijit Dasgupta and Mr. Ashok Dutta are directed to appear in person in Court on 21.3.1994 at 2 p.m. The Advocate-on-record of Mr. Abhijit Mitra will communicate this direction to Mr. Sengupta, Mr. Dasgupta and Mr. Dutt.

The position is now that M/s. Excel Tea Manufacturing Pvt. Ltd. are claiming to be the owners, in respect of 784 sq.ft. approx. on the 5th floor of the land and premises Nos. 1 and 2 Old Court House Corner, Calcutta. They have also filed an application whereby they are claiming that they should be made over possession in respect of 784 sq.ft. of area on the 5th floor of the said premises.

Another application has been made by one M/s. Captivati and Marketing Services Pvt. Ltd. who are claiming title pursuant to a deed of conveyance dated September 19, 1990. So far as the application of M/s. Captivate and Marketing Services Pvt. Ltd. is concerned, Mr. Sen learned Counsel appearing on behalf of the present lessee has submitted that the claim of the said Captivate and Marketing Services Pvt. Ltd. does not go to affect the right of the company (in liquidation) in respect of its registered office. According to FIR. Sen, the company (in liquidation) got its right under M/s. Ouandong Investment Limited who had made no application nor taken any proceedings so far.

It was, inter cilia, submitted on behalf of M/s. Captivate and Marketing Services Pvt. Ltd. that their properties and/or assets as claimed by them should not be put .up for sale. The question of sale of any properties and/or assets of M/s. Captivate and Marketing Services Pvt. Ltd. does not and cannot arise in this proceeding. However, the said M/s. Captivate and Marketing Services Pvt. Ltd. have to establish their rights, if any, as to the property and/or properties claimed by them in appropriate proceedings. As a matter of fact, applications made by them are still pending before this Court. This Court is making it dear that no property or asset or right belonging to M/s. Captivate and Marketing Services Pvt. Ltd. is put up for sale in this proceeding.

An objection was raised on behalf of M/s. Excel Tea Machinery Pvt. Ltd. The said M/s. Excel Tea Machinery Pvt. Ltd. are claiming right in respect of 784 sq.ft. of area situate on the northern side of the 5th floor of the premises Nos. 1 and 2, Old Court House Corner. They are claiming such right on the basis of the Deed of Assignment dated March 26, 1992. Even, according to the said Petitioner, after execution of the said Deed of Assignment, the said Petitioner went to take possession of the said flat whereupon the Petitioner found the same under lock and key of the Official Liquidator appointed over the assets and properties of New Tobacco Co. Ltd. (in liquidation). As it could not take possession pursuant to the said Deed of Assignment dated March 26, 1992, the Petitioner Excel Tea Machinery Pvt. Ltd. took out a Judge''s Summons dated October 12, .1993, which, application, I understand, is still pending. On October 12, 1993, Suhas Chandra Sen J. (as His Lordship then was) made an order as follows Mr. B. N. Banerjee of 8/2, Kiran Sankar Roy Road, Calcutta, failing him Mr. Arun Kumar Ghosh of 7/1, Nandy Street, Calcutta-29, is appointed Valuer for the purpose of making valuation of all the assets, movables-and immovable of New Tobacco Co. Ltd. at Calcutta or at any other places in India. The Official Liquidator will furnish to the Valuer all particulars of the assets of New Tobacco Co. Ltd. as also the places thereof. The Official Liquidator will co-operate with the Valuer. The valuation by the Valuer must be completed and a report submitted by the Valuer within two months from date.

It has been submitted by Mrs. Mookherjee appearing on behalf of Shib Nath Ghosal that the Bung-low of the New Tobacco Co. Ltd. named ''Halsian House'' at B. T. Road is lying vacant. The Official Liquidator is directed to take possession immediately of the said Bunglow.

The Official Liquidator is also directed to ascertain whether the entire premises Nos. 1 & 2, Old Court House Street, Calcutta, belongs to NTC or not. If it belongs to New Tobacco Co. Ltd. a notice must be given by the Official Liquidator to L. P. Agarwal & Co. Advocate-on-record of Mr. Abhrajit Mitra''s client before making valuation of the said property.

In the meantime, Chairman, Mr. Mathura Nath Banerjee, and the Official Liquidator will be at liberty to receive offers from intending purchasers for purchasing the assets of New Tobacco Co. Ltd. as a going concern.

On January 18, 1994, an order was made by Suhas Chandra Sen J. (as His Lordship then was), inter alia, to the following effect:

The Court: All the bidders are directed to submit their offers, with extra 12 Xerox copies thereof, to Mr. Mathura Nath Banerjee, Chairman of the Committee of Management. After submissions of the offers, the bidders will be entitled to take inspection of the factories, premises, plant and machinery of the company at Agarpara and Biccavelu on the date to be fixed by Mr. Banerjee. The client of Mr. Abhrajit Mitra, M/s. Excel Tea Machinery Pvt. Ltd., Is directed to deposit a copy of its petition to Mr. Banerjee, the Chairman of the Committee of Management. Anybody interested in the copy of such petition may obtain Xerox copy of the same from Mr. Banerjee.

All the parties, including the creditors on record and the workers'' Unions will be entitled to collect copies of the offers from Mr. . Banerjee after the offers are submitted pursuant to this order.

The matter will appear in the list on 28.1.94.

All parties, including the intending bidders; are to act on a signed copy of the minutes of this order on the usual undertaking.

On February 22, 1994, an order was made by Suhas Chandra Sen J. (as His Lordship then was), inter alia, to the following� effect:

This order is made without prejudice to the rights and contentions of Mr. Mitra that his client has purchased 784 sq.ft. by assignment of leasehold right from M/s. Quandang Investment Ltd. in the 5th floor of the building at 1 & 2 Old Court House Corner, Calcutta, and also of Mr. Choudhury that his client, Captive Marketing and Servicing Pvt. Ltd. "has purchased the entire building excepting a portion of 2nd and 6th floors of the said building on 19th September, 1990, from Dancan Agro-Industries Co. Ltd. The Court does not express any opinion on the submissions of both Mr. Mitra and Mr. Chowdhury. The new management will consider the claim of Mr. Mitra and Mr. Chowdhury and decide as and when they would resume the factory.

The matter is adjourned till tomorrow at 3 p.m.

All parties are to act on a signed copy of the minutes of this order on the usual undertaking.

On February 23, 1994, the order for lease was made, some of the relevant portions whereof I have quoted already hereinabove. The said order accepted the proposal submitted by the lessees and, as such, the terms and conditions contained in the proposal for lease.

Since after the lease the lessee had started the factory at Agarpara employing about 1600 workers and had also started the factory at Biccavalu employing about 400 workers. I understand that the factories are going on and I also understand from the workers that they are being paid their regular wages and substantial amounts have been paid to the workers on account of their past dues. However, it is apparent that the lessee has not paid the rental of Rs. 75 lacs which shall be due for payment on April 25, 1995. Instead of paying the money the lessee made an application to this Hon''ble Court seeking for credit for certain payments which the lessee allegedly made in terms of the order passed by this Court and/or as per the proposal for lease which was accepted by this Court. I understand that during the course of hearing of this application the lessee had paid a sum of Rs. 25 lacs to the Special Officers on April 25, 1995.

Before I proceed further I think some of the provisions of the order as also the proposal for lease are relevant to be considered. The Agreement for workers was also filed in, Court which provided for several payments to the workers.

The proposal for lease which was accepted by the Court, inter alia, provided as follows:

The lease shall be for a minimum period of 3 years of such other time as the Hon''ble Court thinks fit and proper. If the sale is not completed within 3 years then the lessees shall have the first option for renewal of the lease for such further period as may be decided by the Hon''ble Court.

The lessees shall pay Annual Lease Rent of Rs. 1.75 Crore (Rupees One Crore Seventy-five lakhs only).

To ensure speedy and smooth reopening of the manufacturing units at the earliest starting of the business the Chairman within seven days from the grant of lease shall first disburse the following amount out of the annual lease rent for the first year in the following manner.

(i) One and half months'' arrear wages/salaries of the workers/staff of the Company (approximately Rs. 55.00 lakhs) ;

(ii) Dues of CESC Ltd. (approximately Rs. 15.00 lakhs) with simultaneous restoration of electricity at Agarpara Factory in West Bengal of the Company and its all other offices including Tobacco House Office subject to Clause 7 hereinabove ;

(iii) Dues of Andhra Pradesh State Electricity Board (approximately Rs. 5.00 lakhs) with simultaneous restoration of electricity at Biccavalu unit at Andhra Pradesh subject to Clause 7 hereinabove ;

(iv) Rs. 7.00 lakhs (Rupees Seven lakhs only) to the petitioning creditor Sri Tapan Basu ;

(v) Balance to other creditors including those due to whom the reopening and/or resumption of the manufacturing process and business of the units may be expedited.

The lessees shall not be liable to make payment of release liabilities of the Company, i.e., arrears of any of the dues of the Company to creditors, secured or otherwise or any statutory liability including dues on account of Excise and Commercial Taxes or otherwise in any manner whatsoever. All such liability accrued prior to the date of taking possession shall be paid by the Chairman/Official Liquidator regularly, inter alia, out of the lease rent so that the business of the lessees is not hampered in any way.

The lessees shall ''make payment of all arrears dues and payable by the Company on account of Provident Fund, Gratuity, Wages, Salaries and other workers'' dues subsisting prior to the date of sanction of the lease in such installments as may be decided by the Hon''ble Court provided that such payments shall be deducted and/or adjusted against the lease rent.

The� lessees shall not be liable or responsible for any loss or liability incurred prior to taking over possession of the Company by the lessees and shall not be liable to make payment of any such liability y save and except to the extent indicated above. Provided however, that if for the smooth running of the factories and business, the lessees; are compelled to pay any amount to any secured and unsecured creditors including CESC Ltd., A. P. State Electricity Board or other statutory authorities, Whole-sellers and/or Suppliers in order to facilitate supply of tobacco and other raw materials and to obtain connection of electricity in the normal course of business the same shall be adjusted against the lease rent payable by the lessees.

The lessees shall have the liberty to enter into a separate agreement/agreements with the workers/ staff.

On the valuation of the assets of the Company being complete the lessee shall have the first option to purchase the said assets as a going concern at such or such other valuation on such terms and conditions as the Hon''ble Court may deem fit and proper.

Some of the aforesaid terms gives wide discretions to the lessee to pay several amounts and to claim adjustment thereof. The lessee shall pay all dues of the laborers. There is another Clause 16, which provides that if for the smooth running of the factories and business the lessees are compelled to pay any amount to any secured and .unsecured creditors, including CESC Ltd., A. P. State Electricity Board or other statutory authorities, Whole-sellers and/or Suppliers in order to facilitate supply of tobacco and other raw materials and to obtain connection of electricity in the normal course of business, the same shall be adjusted against the lease rent payable by the lessees.

Taking advantage of the two provisions, the lessees have made several applications that they have from time to time made payments of large amount of money and that they are entitled to adjust such payments as against the lease rent. According to the lessees, they are alleging that upto February 28, 1995, apart from other amounts, they had paid to the* extent of in the manner as following:

(A) Arrear Wages/Gratuity/Salary Wages/Leave Encashment/Provident Fund dues of Agarpara & Bikkavalu and Head Office Workmen & Staff Rs. 54,29,835.70

(B) Employees Co-operative Society Rs. 62,233.00

(C) Co-operative Stores Rs. 3,05,397.18

(D) Co-operative Workme Credit Society Rs. 1,98,750.00

(E) Co-operative Staff Society Rs. 48,985.50

(F) Employees Emergency Trust Rs. 5,315.15

(G) Replacement of Damages Goods Rs. 71,60,647.36

(H) Electricity Dues Rs. 6,43,''879.91

(I) United Bank of India and other payments Rs. 1,00,00.000.00.

This shows that taking advantage of the said clauses in the proposal for lease which was accepted by this Court and whereby the right of adjustment was given to the lessee, the lessee is claiming to have paid huge sums of money which, according to the lessee, he has a right of adjustment as against the lease rent.

Various applications are pending for such alleged claims and/or alleged right to adjustment and the same will be heard and decided at the appropriate stage. However, the fact remains that apart from the sum of Rs. 25 lakhs paid on or about April 25, 1995, the lessee has not paid the rent which the lessee was to pay as per the various clauses of the lease. However, the lessee claims right of adjustment as per the terms of the lessee. Whether the lessee has such right of adjustment or to what extent are not the subject-matter of this application and will be decided at the time of hearing of the appropriate other applications.

At the moment it has been submitted on behalf of the lessee that though the lessee has been running the factories and employing the workmen, yet he is unable to run the same smoothly because of various difficulties that come in his way, viz. he is unable to obtain funds or finances from the Banks or financing institutions as against the assets of the company.

The lessee has also not furnished the revolving Bank guarantee which he was bound to furnish in terms of the order dated February 23, 1994. Though he had obtained some extension for that purpose, yet the fact remains that he has not yet complied with the requirement of revolving Bank guarantee.

The learned Counsel, appearing on behalf of the workers, had submitted that the workers are regularly getting their payments of wages and that they have received substantial amounts of payments on account of arrears of wages though he was unable to give actual figures with regard to actual payments received by the workers.

The learned Counsel, appearing on behalf of the lessee, has submitted that his client is ready and willing to give up and/or to forego the balance terms of lease period, in case the sale is held and the purchaser will be entitled to take the possession of the properties as per the terms and conditions of the sale. I though during the pendency of the hearing of the applications, the lessee had paid a sum of Rs. 25,00,000 to the Special Officers to show its bona fide, yet it cannot be said that the lessee has complied with all the terms of the lease. So far as the term as to revolving Bank guarantee is concerned that has admittedly not been complied with. So far as the payment of balance lease rent is concerned, it is a fact that right of adjustment has been given to the lessee by the said order dated February 23, 1994, in respect of various payments as mentioned in the said order. In fact, lessee claims to have made such payments and is claiming that the lessee is entitled to adjustment in terms of the said order dated February 23, 1994.

This application for sale has been opposed by a large number of creditors whose claims are said to have arisen both during the period of erstwhile Managing Committee and during the pre-liquidation period. Creditors are, of course, interested in realizing their lawful dues as per law and they are naturally aggrieved because the payments of lease rents have not been made in full. If the lease rent would have come to the Special Officers the same could be available for distribution in accordance with Company Law amongst the creditors who are entitled thereto. However, though the creditors are entitled to and are interested in realizing their dues as much as possible during the liquidation proceedings, yet I do not find any reason as to why they would be interested in opposing the sale. They are, of course, aggrieved by the contract of the lease because the lessee instead of paying lease rent has paid money on account of dues which the lessee is entitled to adjust. That, of course, does not help the creditors. Some of the secured creditors of the company supported the sale, but they wanted that the lessee should be put out of possession immediately. The laborers will be put out of job immediately and they will suffer very much.

The learned Counsel, appearing for the workers, supported that a sale will operate for the benefit of the workers, but the sale if any should be with the obligation to take up the workers and to run the factory.

I have considered the matter from every angle and I consider that for the time being offers should be invited and the properties and assets of the company should be put up for sale. It is made quite clear that if no proper offers are received, the Court can always'' withdraw the sale.

So far as Excel Machinery Tea Pvt. Ltd. and M/s. Captivate and Marketing Services Pvt. Ltd. are concerned, I am making it quite clear that no property belonging to them is intended to be or is being put up for sale by virtue of this order. However, the fact remains that the said companies have to establish their claims in appropriate proceedings if at all they think that the company in liquidation is not entitled to retain possession of any property which they claim belonging to them. It was submitted on behalf of the said companies, viz. Excel� Machinery Tea Co. Pvt. Ltd. and M/s. Captivate and Marketing Services Pvt. Ltd., that if any property belonging to them and clanked by them has been valued by the Valuer, such valuation, if any, should be read in the light of their claims and the purchasers should make their offers after duly considering the claims of the said two companies. Copies of the petition and/or cause papers relating to the petition made by the said two companies may be obtained by the intending purchasers as and when they so require before making their offers. M/s. L. P. Agarwalla & Co. and/or the Advocates-on-record of the said companies, i.e. Excel Tea Manufacturing Co. Pvt. Ltd., and Captivate and Marketing Services Pvt. Ltd., will supply such copies to the intending purchasers as and when so required by them. The valuation of the assets is to be read as subject to the claims of the said two companies.

The inventory of assets which has been prepared by the Official Liquidator, will stand modified to the extent that if any of the assets claimed by the Excel Machinery Tea Pvt. Ltd. or M/s. Captivate and Marketing Services Pvt. Ltd. are included therein, the same will be subject to the result of the litigation and. the claims made by the said two companies.

The Special Officers will issue advertisements in the ''Statesman'' at Calcutta and Delhi, in ''Indian Express'' at Delhi, Bombay, Madras and Hyderabad, Ananda Bazar Patrika, ''Janasatha'' and ''Viswamitra'', once in each newspaper within a period of five weeks from the date of this order. The Special Officer will also allow inspection to the intending purchasers at least a week in advance of the date fixed for sale. The intending purchasers will be required to submit their offers accompanied by the Bank draft, pay order and/ or bankers'' cheque to the minimum extent of rupees two crores. The offers by the intending purchasers are to be submitted in a sealed cover. The Court will be entitled to hold open bidding by the intending purchasers who deposit the requisite money in the Court if it thinks fit and proper.

The purchaser will have the obligation to run the factory and to take the ex-employees of the company. The purchase wilt be subject to the claims of the aforesaid two companies, namely, Excel Tea Manufacturing Co. Pvt. Ltd. and Captivate & Marketing Services Pvt. Ltd. and the valuation if any in respect of portions claimed by them is to be read in the light of such claims. The purchaser will have to abide by the result of the claims made by the aforesaid two companies. The purchaser will be entitled to come to a settlement with the workers at any time before or after purchase with the prior approval of the Court, as to their past dues and if any monies have to be paid to the workers as to their past dues, they shall be entitled to apply to this Court for allowing adjustment as against the purchase price. This is for smooth running of the factory of the company.

So far as rest of the dues of the company in liquidation for the period prior to the date of purchase are concerned, the same will have to be paid by the lessee for the period of the lease and the balance dues which are or may be payable by the company in liquidation will be paid by the company in liquidation or the erstwhile committee of management as the case may be or as may be decided ultimately by the Court, save as provided herein the assets with be sold free from all charges and encumbrances and the claims of the charge holders will shift to the sale proceeds.

The tenders are to be submitted before the Joint Special Officers. The sale is to be held in Court on the date and time fixed or any adjourned date. Further bids may be called or an auction may be held if the Court so thinks fit and proper. Upon acceptance of any bid the purchasers will be bound to deposit forthwith such amount of money which is equivalent to make a total of 15% of the purchase price. Such amount will have to be paid either at the close of the bid or within 24 hours thereafter or within time as directed if so allowed by Court. The balance 85% of the amount will be payable in 10 (ten) installments of 8.5 % of the bid amount per month and month by month commencing from the expiry of one month from the date of close of the bid. In case of default of any payment of the initial deposit of 15 % or any of the further installments the Court will be entitled to forfeit the amount of Rs. 2 crores deposited which will be treated as security deposit. The purchaser will not have any rights in the properties and assets of the company until he pays the entire purchase price. However, if he pays the initial 15 % deposit, then he will be entitled to possession of the factory premises and the other assets and/or properties of the company for the purposes of running the business of the company within four weeks from the date of deposit of 15 %. So far as the existing lessee is concerned, he will make over peaceful possession to the incoming purchaser unless the lessee himself happens to be the purchaser. The lessee will be entitled to remove his own goods which may be lying at the factory premises within a period of 4 (four) weeks from the date of the close of the bid for which period the Special Officers will allow him to do so. It will be entirely a matter between the purchaser and/or the lessee if the purchaser at all wishes to purchase the raw materials or finished or other goods belonging to the lessee. It is made clear that the lessee will not be permitted to take out his personal assets or properties, out of the factory, after sale in favour of a third party without first clearing the dues in accordance with the terms of the lease which may be due from him upto the date he makes over possession, but such goods will be kept in a separate space to be provided within the major factory premises concerned until all dues are paid as per previous orders of Court or are allowed to be adjusted as per previous orders of Court. The Special Officers will prepare their draft terms and Conditions of Sale as also the Sale Notice which should be commensurate with this order and copies of this order should be freely supplied and/or made available to the intending purchasers.

Furthermore, reference of this order should also be made in the advertisement to be published by the Special Officers. Let this matter appear for ''sale'' on June 29, 1995 at 2.00 p.m. It is made clear that the sale will be strictly on the terms and conditions as prescribed by this order and by the said earlier orders dated February 23, 1994, and March 2, 1994, as also the further terms and conditions of sale and sale notice.

Stay of operation of this judgment and order is asked for on behalf of Sadet Hossain and It is declined.

All parties concerned including the Joint Special Officers are to act on a signed copy of the operative portion of this judgment and order on the usual undertaking.

Application for open Court sale disposed of.