Kandarp I. Pandya Director Member ... vs Official Liquidator Of Renewable ...

1. In pursuance of the statement made by Mr. Patel, learned advocate appearing for the Official Liquidator, has filed his further report today, which is tendered in the Court today and taken on record.

2. The petitioners have prayed for the following reliefs:

"25(A) Your Lordships may be pleased to sanction the Scheme of Amalgamation for Reconstruction for Renewable Power Projects Limited (in liquidation) - respondent No.1 herein, as per Annexure­G to this petition, so as to make the same binding on all the shareholders, secured creditors and unsecured creditors of the respondent No.1;

25(AA) Your Lordships may be pleased to revoke the Oral Order dated 11.02.1999 delivered in Company Petition No.198 of 1996, ordering winding­up of the Page 1 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER Renewable Power Projects Limited and further be pleased to direct the Official Liquidator to handover the possession of assets of the Company along with the Books of Accounts and other records;

(B) Your Lordships may be pleased to pass other incidental consequential and supplementary order and directions as may be necessary and deem fit by this Hon'ble Court;"

3. Earlier, the Official Liquidator had submitted his report dated 29.11.2019, wherein it has been stated that, secured creditors of the Company (in liquidation) was the ING Vysya Bank, which is joined as respondent No.3 and later on, respondent No.3 Bank was merged with Kotak Mahindra Bank Ltd., therefore, the Official Liquidator has sought direction against the petitioner to join Kotak Mahindra Bank Ltd. as respondent in the present petition. Learned advocate for the petitioner Mr. M.K. Vakharia, has drawn attention of this Court to Annexure­C and Annexure­D at Page 21 and 22 respectively, wherein GSFC i.e. respondent No.2 has issued No Due Certificate dated 28.07.2016, wherein, they have no outstanding demand against the Company (in liquidation) or their Directors as respondent No.2 has received payment of Rs.38,71,520/­. Also, respondent No.3 i.e. ING Vysya Bank, which is now Kotak Mahindra Bank has also issued NOC dated 29.01.2016, wherein the said certificate has been issued on receipt of Rs.33,00,000/­ plus Rs.2,36,720/­ towards the interest for delay payment by respondent No.3 and in pursuance of the said certificate, Kotak Mahindra Bank has withdrawn recovery proceedings which were pending before the learned DRT, Ahmedabad. Thus, in view of the aforesaid facts, at this stage, it is not required to join Kotak Mahindra Bank as respondent in this petition as their dues have been recovered and NOC has already given by them.

C/COMP/8/2015 ORDER

4. From the record, it appears that, by an order dated 12.02.1999 passed in Company Petition No.198 of 1996, the above named Company has been ordered to be wound up and the Official Liquidator attached to this Court has been appointed as Liquidator of the said Company with directions to take possession of the assets and properties, movable and immovable and the books of accounts of the Company.

5. That, upon receipt of the said winding up order, the Official Liquidator deputed his representatives at the office of the Registrar of Companies, Gujarat, Ahmedabad for taking inspection of the records available at the office of the Registrar of Companies, to ascertain the details of the assets of the Company and the particulars of the Ex­Directors and secured creditors of the Company. That, on perusal of the report submitted by the officials of the Official Liquidator, it reveals that the said Company is having factory situated at Survey No.248/1, Ahmedabad­Surendranagar Highway, village Lakhtar, District Surendranagar and Survey No.485/2, Block No.709, Village Chhapra, District Kheda. Accordingly, the Official Liquidator vide letter dated 05.04.1999 addressed to the Ex­Directors and Secured Creditors requested them to remain present at the factory premises on 12.04.1999 and 13.04.1999 for taking possession of the assets of the said company.

6. That, the possession of the two properties of the Company (in liquidation) was taken by the office of the Official Liquidator situated at Survey No.248/1, Ahmedabad­Surendranagar Highway, village Lakhtar, District Surendranagar and Survey No.485/2, Block No.709, Village Chhapra, District Kheda and thereafter, a compliance report being Official Liquidator's Report No.40 of 1999 was filed before this Court by the Official Liquidator and vide order Page 3 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER dated 23.06.1999 passed by this Court in OLR No.40/1999, the matter was disposed of.

7. That, on 03.04.2007, the Ex­Director, Shri Kandarp I. Pandya i.e. applicant of Company Petition No.8 of 2015 has filed the Statement of Affairs with the office of Official Liquidator. According to the said Statement of Affairs, the amount due and payable to unsecured creditors and equity shareholders are as under:

8. That, by order dated 31.01.2000 passed in Company Application No.442 of 1999, this Court was pleased to constitute a sale committee under the Chairmanship of the Official Liquidator and secured creditors as members of the sale committee for sale of the assets and properties of the Company. That, the meeting of sale committee was again convened on 21.04.2004 and in the said meeting, it was decided to dispose of the assets of the said company in three different lots and the schedule programme was fixed.

9. That, as per the schedule programme fixed, the auction was to be conducted on 31.05.2004 and on that, day, the Official Liquidator was in receipt of six offers for purchase of land including building situated at Survey No.248/1, Ahmedabad­Surendranagar Highway, village Lakhtar, District Surendranagar and the highest offer received was from Shri Suresh S. Patel of Rs.3.01 lakh. However, in the light of order dated 24.05.2004, the Official Liquidator has not conducted the auction among the bidders. Thereafter, an application being Company Application No.171/2004 filed by Shri Sajjadhussain Nazmuddin Mulla and Page 4 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER others before this Court and this Court was pleased to permit the Official Liquidator to proceed with the sale pursuant to the advertisement issued by the Official Liquidator on 10.05.2004.

10. That, upon receipt of the aforesaid orders, the OL vide letter dated 22.07.2004 addressed to all the bidders, who had submitted their offer, including the applicant of Company Application No.171/2004 for purchase of land situated at Survey No.248/1, Ahmedabad­Surendranagar Highway, village Lakhtar, District Surendranagar, on 31.05.2004 requested them to remain present before the sale committee along with EMD, if not deposited with the Official Liquidator on 07.08.2004 when the auction / inter se bidding shall be held among the bidders. Thereafter, in response to the letter issued by the Official Liquidator to the intending purchaser including the applicant of Company Application No.171/2004, the Official Liquidator received seven offers for purchase of land situated at Survey No.248/1, Ahmedabad­ Surendranagar Highway, village Lakhtar, District Surendranagar. Before the auction was commenced the OL informed the bidders present that except Shri Sajjadhussain N. Mulla, if any other bidder turns out to be highest bidder, then they have to demolish the building structure and shall handover the possession of the land to Shri Sajjadhussain N. Mulla. Thereafter, the auction was held among the bidders and after auction / inter se bidding the highest offer received by the OL from Shri Suryakant S. Patel of Rs.4.85 lakh and after discussion at length the aforesaid offer, it has been decided by the members of sale committee to place before the Court the aforesaid offer for confirmation or otherwise.

11. That, by an order dated 28.12.2004 passed by this Court in OLR No.65/2004, this Court was pleased to confirm the sale of Page 5 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER land approx. 1289.09 sq. meter situated at Survey No.248/1, Ahmedabad­Surendranagar Highway, village Lakhtar, District Surendranagar, for Rs.4.85 lakh in favour of Shri Suryakant S. Patel. Thereafter, upon receipt of the entire purchase consideration from the said purchaser, the OL handed over possession of the land to the said purchase on 29.06.2005.

12. Thereafter, the second creditor ING Vysya Bank moved Company Application No.330/2006 before this Court and that by an order dated 24.08.2006, this Court directed the OL to give advertisement for sale of land of the Company situated at Survey No.485/2, Block No.709, Village Chhapra, District Kheda. The secured creditor ING Vysya Bank vide its letter dated 18.11.2006 requested the OL to convene fresh sale committee meeting for disposal of the land of the Company situated at Survey No.485/2, Block No.709, Village Chhapra, District Kheda and accordingly fresh sale committee meeting was convened on 12.12.2006 and in the said meeting, it was decided to issue fresh advertisement keeping the upset price at Rs.13 lakh.

13. Thereafter, the OL vide letter dated 22.01.2007 forwarded copy of minutes of the sale committee dated 15.01.2007 to the secured creditor ING Vysya Bank and the said secured creditor vide its letter dated 08.02.2007 conveyed their acceptance of the offer received from M/s. Khandelwal Infrastructure Pvt. Ltd. of Rs.14.11 lakh for purchase of land and building thereon. That, the OL was in receipt of letter dated 11.01.2007 from Shri Kandarp I. Pandya, Ex­ Director of the Company stating that the upset price fixed is not proper because the construction on the land is about 7000 Sq. Feet and the cost of construction is Rs.21.00 lakh and cost of land is approximately Rs.75.00 lakh and in view of the above, the upset Page 6 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER price fixed by the sale committee is not proper. In this connection, the OL vide letter dated 16.02.2007 requested the Ex­Director of the Company that he can bring any buyer who is willing to purchase the assets at the price mentioned by him.

14. Thereafter, the OL filed a report being OLR No.74 of 2007 before this Court for confirmation of sale of land admeasuring about 15,479 Sq. Meter situated at Survey No.485/2, Block No.709, Village Chhapra, District Kheda for purchase consideration of Land & Building of Rs.14.11 lakh in favour of M/s. Khandelwal Infrastructure Pvt. Ltd. and vide order dated 01.05.2007 passed by this Court in OLR No.74 of 2007 rejected the said offer and directed the OL to have the valuation of the land from GITCO and submit the report before this Court for fixing the upset price and EMD and for appropriate order of inviting the offers.

15. Thereafter, the OL filed report being OLR No.202 of 2007 and this Court vide order dated 08.08.2007 directed the OL to issue advertisement fixing the Upset Price - Rs.17.00 lakh and EMD - Rs.2.00 lakh as per the valuation report submitted by GITCO. That, from time to time sale committee meetings were held and till date three attempts for sale of land of the Company situated at Survey No.485/2, Block No.709, Village Chhapra, District Kheda have been made.

16. That, as regards filing of Statement of Affairs under Section 454 of the Companies Act, 1956 is concerned, it is submitted that the Official Liquidator has issued notices on 16.07.1999 to the Ex­ Directors of the Company (in liquidation) for filing Statement of Affairs. Thereafter, the OL filed a Criminal Case against the Ex­ Directors for non­filing of Statement of Affairs under Section 454 of Page 7 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER the Companies Act, 1956 and the same was disposed of vide order dated 08.03.2010 passed by this Court in Criminal Case No.5 of 2000. That, pursuant to the order dated 18.09.2009 passed by this Court in Criminal Case No.5 of 2000 also directed the Ex­Director Shri Kandarp I. Pandya to remain present before the OL for recording of the statement upon the query found by OL based on the Statement of Affairs filed by the Ex­Directors of the Company (in liquidation). Accordingly, the OL issued notice to the Ex­ Directors to record their statement under rule 130 of the Companies (Court) Rules, 1959. Thereafter, the statement under Rule 130 of Shri Kandarp I. Pandya was recorded on 16.11.2009, the same was also placed before this Court in Criminal Case No.5 of 2000.

17. That, the Ex­Director of the Company in liquidation, Shri Kandarp I. Pandya filed one application being Company Application No.109 of 2012 before this Court for revival of the said company in liquidation and vide order dated 01.10.2013 disposed of the said application with liberty to the applicant to submit, if he so desires, appropriate scheme, which would be considered in accordance with law and provision under the Act and all creditors and shareholders.

18. That, the OL invited the claims of the workers and secured creditors under Sections 529, 529­A and 530 of the Companies Act, 1956 in "Divya Bhaskar" in Gujarati Script and in "DNA" in English Script both in Ahmedabad Edition and pursuant to the advertisement published on 29.07.2012 in the aforesaid newspapers.

19. That, pursuant to the advertisement published on 29.07.2012 in aforesaid newspapers, the office of the OL received following claims:

C/COMP/8/2015 ORDER Sr. Claim / letter Claim filed by Amount (in No. received on Rs.) 1 16.08.2012 Shri Pradip A. Sheth 12,54,000/­ 2 28.08.2012 Shri Vipul R. Mehta 10,000/­ 3 28.08.2012 Shri Rajendra S. Mehta 10,000/­

In addition to above, the OL has receievd the following uninvited claims.

Sr. Claim / letter Claim filed by Amount (in No. received on Rs.) 1 19.01.2007 The Vysya Bank Ltd., 2,82,12,139/­ Ahmedabad 2 '03.08.2004 Gujarat Timber Mart 30,000/­

20. That, on Shri Dependu R. Patel vide letter dated 19.03.2015 informed that the Ex­Director of the said company in liquidation namely Shri Kandarp I. Pandya vide sale deed dated 12.03.2014 frequently sold the said property to one Shri Vipulbhai Ravjibhai Patel and also informed that the said Director had executed various agreement with many parties for the above property and annexed copy of aforesaid executed sale deed. In this connection, the OL vide letter dated 10.06.2015 informed the Collector / Mamlatdar / Sub­Registrar, Mahemdabad, District Kheda to cancel the sale deed dated 12.03.2014 vide Document No.307/2014 executed by the Ex­ Director of M/s. Renewable Power Project Ltd. in favour of Shri Vipulbhai Ravjibhai Patel for land admeasuring 15,479 Sq. Meter are void under the provision of Section 536(2) of the Companies Act, 1956. Further, the Sale Deed executed on 12.03.2014 vide Document No.307/2014 between the Ex­Director of the Company, Shri Kandarp Pandya and Shri Vipulbhai Ravjibhai Patel is null and void as the property belongs to the Company M/s. Renewable Page 9 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER Power Project Ltd. (in liquidation) formerly known as M/s. Gujarat Fuel Bonanza Ltd. as the above transaction took place after passing of winding up order.

21. That, the OL in reply to said letter dated 10.06.2015 received one letter dated 16­18.06.2015 from the Sub­Registrar, Mahemdabad informed that the Deed executed between the Ex­ Director of the Company in liquidation Shri Kandarp I. Pandya and Shri Vipulbhai Ravjibhai Patel is to be canceled only through High Court of Gujarat.

22. That, one Shri Nagjibhai Zanzarbhai Ghanghar filed application being Company Application No.120 of 2015 before this Court to accept the offer of the said applicant of Rs.68,10,760/­ and be pleased to confirm the sale of land being Survey No.485/2, Block No.709, village Chhapra, District Kheda admeasuring 15,479 Sq. Meter of said company (in liquidation) in favour of the present applicant. In the said application, this Court vide order dated 10.04.2015 passed in Company Application No.120 of 2015 rejected the said application and directed the OL to take stock of the matters and file appropriate report for progress in the matter and in case if the property is required to be put to sell, the price offered would also be taken into consideration. Therefore, the OL filed its OLR No.88/2015, whereby, the OL has prayed to declare the sale deed bearing Document No.307/2014 dated 12.03.2014 as null and void.

23. That, this Court vide order dated 10.05.2018 passed in Company Petition No.8 of 2015 permitted the petitioner to deposit an amount of Rs.31,40,000/­ on or before 12.06.2018 with the OL and in the meantime petitioner shall give advertisement of the petition in daily Gujarati newspaper "Gujarat Samachar" and also Page 10 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020 C/COMP/8/2015 ORDER in "Times of India" and also directed the OL to invite the claims of creditors of the Company in liquidation or may call for the meeting of creditors of the Company.

24. That, pursuant to the aforesaid order dated 10.05.2018, the petitioner through its advocate invited the claims of all classes of creditors on 31.05.2018 in newspapers namely "Gujarat Samachar" in Gujarati Script and "Times of India" in English Script. Pursuant to the said advertisement, that no claims received by the office of OL in response to the advertisement published in newspapers inviting claims of all classes of creditors.

25. That, as per the order dated 10.05.2018, the applicant through its advocate published notice calling objections for revival of the Company on 13.06.2018. In this regard, the applicant informed that they have received certain objections and annexed at ANNEXURE A­2 in the affidavit filed on July, 2018 before this Court in the aforesaid matter.

26. That, the petitioner vide letters dated 12.06.2018 & 22.06.2018 deposited Rs.24.00 lakh & Rs.7,40,000/­ towards the expenses incurred by OL for the period from 02.07.2003 to 30.03.2018 pursuant to order dated 10.05.2018 passed by this Court in Company Petition No.8 of 2015.

27. It appears that in compliance of the order dated 10.05.2018, the OL had called upon the meeting of the creditors, but it seems that, none of the creditors remained present in the meeting. From the report filed by the OL, it transpires that respondent No.4, who is unsecured creditor has a claim of Rs.30,000/­, which has been settled by the petitioner.

C/COMP/8/2015 ORDER

28. In view of the above mentioned facts and circumstances, present petition is allowed. Accordingly, the prayers prayed for in paragraph 25(A) and 25(AA) of the petition are hereby granted and the scheme of arrangement for revival of Company (in liquidation) i.e. "Renewable Power Projects Ltd." is hereby approved (Annexure­G).

29. However, it is clarified that the petitioner would be responsible for all future liabilities of the Company (in liquidation) i.e. "Renewable Power Projects Ltd.", if any. Copy of this order shall be forwarded to the Registrar of Companies, Gujarat by the Official Liquidator.

(A.J.DESAI, J) Ajay Page 12 of 12 Downloaded on : Sun Feb 16 12:59:03 IST 2020