Company petition = Since company not paid entire sale consideration after allotment of plot by the A.P.I.I.C.Ltd., - and after cancellation of plot and forfeit of amount, the official liquidator of the company can not lay any rights over the plot which was cancelled by the A.P.I.I.C.Ltd., as ownership was not transferred =
this appeal has been filed by the Andhra Pradesh
Industrial Infrastructure Corporation Ltd.
The appellant is a Government Corporation which allots plots of land
for the purpose of setting up industries to different persons. The plots
are allotted on certain conditions and if the conditions are not fulfilled
or if the entire payment is not made within the time stipulated, the
allotment is cancelled and possession of the plot is taken back by the
appellant.
allotted a plot to M/s. Team-Asia Lakhi Semiconductors Ltd. on conditions
incorporated in the said letter.
After the Company had failed to make payment and the allotment was
cancelled,=
the ownership right in respect of the plot
in question has not been transferred to the Company.
It is an admitted
fact that the Company, which is now in liquidation, had not paid the entire
amount of the consideration and
therefore, the ownership right in respect
of the plot had not been transferred to the Company.
According to the
terms and conditions on which the plot was to be sold to the Company, the
amount which had been paid by the Company had already been forfeited and
the Company had no right of whatsoever type in the plot in question.
the High
Court was in error while coming to the conclusion that the appellant had no
right in the plot in question and therefore, the impugned judgment as well
as the order passed in Company Application are quashed and set aside and it
is held that the plot in question does not belong to the Company in
liquidation and the official liquidator has no right to deal with the said
plot or dispose of the said plot and it would be open to the appellant-
Corporation to deal with or allot the said plot as per its own policy.
15. The impugned order as well as the order passed in Company
Application are quashed. The appeal is, therefore, allowed with no order as
to costs.
NON REPORTABLE
IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO.10753 OF 2013
(Arising out of SLP(C) No. 31035 of 2011)
The A.P.I.I. Corpn. Ltd. .....Appellant.
Versus
M/s. Team-Asia Lakhi Semiconductors Ltd.
(in liquidation) rep. by the Official Liquidator,
Hyderabad & Anr. …..Respondents
1 J U D G M E N T
1 ANIL R. DAVE, J.
1. Leave granted.
2. Being aggrieved by the Judgment dated 14th March, 2011 delivered by
the High Court of Judicature of Andhra Pradesh at Hyderabad in
O.S.A.No.18 of 2008, this appeal has been filed by the Andhra Pradesh
Industrial Infrastructure Corporation Ltd.
3. The circumstances in which the aforestated appeal has been filed are
as under:
The appellant is a Government Corporation which allots plots of land
for the purpose of setting up industries to different persons. The plots
are allotted on certain conditions and if the conditions are not fulfilled
or if the entire payment is not made within the time stipulated, the
allotment is cancelled and possession of the plot is taken back by the
appellant.
In pursuance of the aforestated activity of the appellant-Corporation,
under a letter dated 31st August, 1988, the appellant-Corporation had
allotted a plot to M/s. Team-Asia Lakhi Semiconductors Ltd. on conditions
incorporated in the said letter. The allotment was made in pursuance of an
application dated 20th August, 1988 submitted by the M/s. Team-Asia Lakhi
Semiconductors Ltd. and the plot was valued at Rs.1,22,67,500/- and the
said amount had been calculated at the rate of Rs.250/- per sq. meter. The
said amount had to be paid to the appellant-Corporation within sixty days
from the date of the receipt of the allotment order. It is an admitted
fact that within the period prescribed, the entire price of the plot had
not been paid by the said allottee to the appellant-Corporation and in the
circumstances, as per clause 8 incorporated in the said letter, which reads
as under, the amount paid by the afore-named company had been forfeited.
“8. If payment as stipulated in condition (3) above is not made
within 60 days of receipt of this allotment letter, this allotment
letter shall stand cancelled and the EMD paid shall remain
forfeited.”
4. After the Company had failed to make payment and the allotment was
cancelled, a request was made by the Company to grant another plot at some
reduced price and in pursuance of the said request, the appellant had
addressed another letter dated 13th March, 2000 to the Company offering
another plot. The Company again failed to comply with the conditions and
therefore, the proposal with regard to allotment under the letter dated
13th March, 2000 also failed. Once again another plot was offered to the
Company by the appellant under letter dated 3rd April, 2001 for
Rs.80,00,000/- but the said transaction also did not materialize. The
aforesaid facts demonstrate the chequered history and the circumstances in
which the Company could not make entire payment of the plot in question,
which ultimately resulted into forfeiture of the amount paid and even
possession of the plot in question was with the appellant though for a
limited purpose, the Company was permitted to occupy the plot.
5. It is pertinent to note that the Company, because of its very poor
financial conditions, was ordered to be wound up and the official
liquidator, appointed by the Company Court wanted to take possession of the
plot in question so that the said plot may be sold and out of the sale
price, dues of the Company may be paid. When the appellant-Corporation
came to know that the official liquidator was making an effort to dispose
of the plot in question, believing the plot to be one of the assets of the
Company in Liquidation, a Company Application No.474/2006 in the Company
Petition No.178/2003 was filed by the appellant praying for taking
possession of the plot in question as the plot was in unauthorized
possession of the Company. In the said proceedings, the official
liquidator admitted the fact that the plot in question had not been
transferred in the name of the Company. Ultimately, by an order dated 28th
June, 2007 the Company application filed by the appellant had been
dismissed by the High Court with a direction to the official liquidator to
take appropriate steps to dispose of the plot in question.
6. Being aggrieved by the aforestated order passed in the Company
application, the appellant had filed an appeal being O.S.A.No.20/2008
before the High Court contending that the plot in question had not been
transferred to the Company and therefore, the official liquidator had no
right or title in respect of the plot in question and therefore, he could
not have taken any action for selling the same.
7. The said appeal filed by the appellant has also been dismissed by the
High Court of A.P. and therefore, the present appeal has been filed by the
appellant-Corporation.
8. The learned counsel for the appellant had submitted before this Court
that the ownership right in the plot in question had not been transferred
to the Company and therefore, the official liquidator had no right to deal
with the said plot. The learned counsel had further submitted that it was
an admitted fact that the entire amount of the sale price had not been paid
to the appellant by the Company and therefore, the plot had not been
transferred to the Company.
9. For the aforestated reasons, the learned counsel had submitted that
the impugned order passed by the High Court requires to be quashed so that
the appellant-Corporation can deal itself with the plot in the manner in
which it likes, especially when the amount which had been paid by the
Company had already been forfeited because the Company had not fulfilled
the conditions on which the plot had been allotted.
10. On the other hand, the learned counsel appearing for the official
liquidator of the Company had submitted that as an order of winding up had
already been passed and as the Company had paid substantial amount towards
purchase price of the plot in question, the official liquidator was rightly
permitted to dispose of the plot as the plot virtually belonged to the
Company.
11. The learned counsel had tried to substantiate the reasons given by
the learned Single Judge as well as by the Division Bench while deciding
O.S.A.No.18 of 2008 in favour of the official liquidator and had submitted
that the appeal should be dismissed.
12. We had heard the learned counsel and had also perused the relevant
record which clearly shows that
the ownership right in respect of the plot
in question has not been transferred to the Company.
It is an admitted
fact that the Company, which is now in liquidation, had not paid the entire
amount of the consideration and
therefore, the ownership right in respect
of the plot had not been transferred to the Company.
According to the
terms and conditions on which the plot was to be sold to the Company, the
amount which had been paid by the Company had already been forfeited and
the Company had no right of whatsoever type in the plot in question.
13. In the aforestated circumstances, in our opinion,
the High Court was
not justified in giving any right in respect of the plot in question to the
official liquidator or the Company.
It is pertinent to note that the
ownership of the plot in question had not been transferred to the Company
and a permissive possession given by the appellant to the Company for some
limited purpose would not create any interest or right in favour of the
Company.
The plot would remain the property of the appellant-Corporation
as the conditions on which the transfer was to take place had not been
fulfilled.
14. In the aforestated circumstances, we are of the view that
the High
Court was in error while coming to the conclusion that the appellant had no
right in the plot in question and therefore, the impugned judgment as well
as the order passed in Company Application are quashed and set aside and it
is held that the plot in question does not belong to the Company in
liquidation and the official liquidator has no right to deal with the said
plot or dispose of the said plot and it would be open to the appellant-
Corporation to deal with or allot the said plot as per its own policy.
15. The impugned order as well as the order passed in Company
Application are quashed. The appeal is, therefore, allowed with no order as
to costs.
……...........................................J.
(ANIL R. DAVE)
……...........................................J.
(DIPAK MISRA)
New Delhi
November 29, 2013
ITEM NO.1A COURT NO.12 SECTION XIIA
(For Judgment)
S U P R E M E C O U R T O F I N D I A
RECORD OF PROCEEDINGS
C.A.NO.10753/2013 arising out of S.L.P.(C)No(s).31035/2011
(From the judgement and order dated 14/03/2011 in OSA No.18/2008 of The
HIGH COURT OF A.P. AT HYDERABAD)
A.P.I.I.C.LTD Petitioner(s)
VERSUS
M/S TEAM-ASIA LAKHI SEMICONDUCTORS L.&AN Respondent(s)
Date: 29/11/2013 This Appeal was called on for pronouncement of Judgment
today.
For Petitioner(s) Mr. Y. Raja Gopala Rao,Adv.
For Respondent(s) M/s. Lawyer's Knit & Co,Advs.
Mrs. D. Bharathi Reddy,Adv.
UPON hearing counsel the Court made the following
O R D E R
Hon'ble Mr. Justice Anil R. Dave pronounced the Non-
reportable judgment of the Bench comprising Hon'ble Mr. Justice
Dipak Misra and His Lordship.
The appeal is allowed with no order as to costs in terms of
the signed reportable judgment.
|(Sarita Purohit) | |(Sneh Bala Mehra) |
|Court Master | |Court Master |
(Signed Non-reportable judgment is placed on the file)
-----------------------
9
this appeal has been filed by the Andhra Pradesh
Industrial Infrastructure Corporation Ltd.
The appellant is a Government Corporation which allots plots of land
for the purpose of setting up industries to different persons. The plots
are allotted on certain conditions and if the conditions are not fulfilled
or if the entire payment is not made within the time stipulated, the
allotment is cancelled and possession of the plot is taken back by the
appellant.
allotted a plot to M/s. Team-Asia Lakhi Semiconductors Ltd. on conditions
incorporated in the said letter.
After the Company had failed to make payment and the allotment was
cancelled,=
the ownership right in respect of the plot
in question has not been transferred to the Company.
It is an admitted
fact that the Company, which is now in liquidation, had not paid the entire
amount of the consideration and
therefore, the ownership right in respect
of the plot had not been transferred to the Company.
According to the
terms and conditions on which the plot was to be sold to the Company, the
amount which had been paid by the Company had already been forfeited and
the Company had no right of whatsoever type in the plot in question.
the High
Court was in error while coming to the conclusion that the appellant had no
right in the plot in question and therefore, the impugned judgment as well
as the order passed in Company Application are quashed and set aside and it
is held that the plot in question does not belong to the Company in
liquidation and the official liquidator has no right to deal with the said
plot or dispose of the said plot and it would be open to the appellant-
Corporation to deal with or allot the said plot as per its own policy.
15. The impugned order as well as the order passed in Company
Application are quashed. The appeal is, therefore, allowed with no order as
to costs.
IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO.10753 OF 2013
(Arising out of SLP(C) No. 31035 of 2011)
The A.P.I.I. Corpn. Ltd. .....Appellant.
Versus
M/s. Team-Asia Lakhi Semiconductors Ltd.
(in liquidation) rep. by the Official Liquidator,
Hyderabad & Anr. …..Respondents
1 J U D G M E N T
1 ANIL R. DAVE, J.
1. Leave granted.
2. Being aggrieved by the Judgment dated 14th March, 2011 delivered by
the High Court of Judicature of Andhra Pradesh at Hyderabad in
O.S.A.No.18 of 2008, this appeal has been filed by the Andhra Pradesh
Industrial Infrastructure Corporation Ltd.
3. The circumstances in which the aforestated appeal has been filed are
as under:
The appellant is a Government Corporation which allots plots of land
for the purpose of setting up industries to different persons. The plots
are allotted on certain conditions and if the conditions are not fulfilled
or if the entire payment is not made within the time stipulated, the
allotment is cancelled and possession of the plot is taken back by the
appellant.
In pursuance of the aforestated activity of the appellant-Corporation,
under a letter dated 31st August, 1988, the appellant-Corporation had
allotted a plot to M/s. Team-Asia Lakhi Semiconductors Ltd. on conditions
incorporated in the said letter. The allotment was made in pursuance of an
application dated 20th August, 1988 submitted by the M/s. Team-Asia Lakhi
Semiconductors Ltd. and the plot was valued at Rs.1,22,67,500/- and the
said amount had been calculated at the rate of Rs.250/- per sq. meter. The
said amount had to be paid to the appellant-Corporation within sixty days
from the date of the receipt of the allotment order. It is an admitted
fact that within the period prescribed, the entire price of the plot had
not been paid by the said allottee to the appellant-Corporation and in the
circumstances, as per clause 8 incorporated in the said letter, which reads
as under, the amount paid by the afore-named company had been forfeited.
“8. If payment as stipulated in condition (3) above is not made
within 60 days of receipt of this allotment letter, this allotment
letter shall stand cancelled and the EMD paid shall remain
forfeited.”
4. After the Company had failed to make payment and the allotment was
cancelled, a request was made by the Company to grant another plot at some
reduced price and in pursuance of the said request, the appellant had
addressed another letter dated 13th March, 2000 to the Company offering
another plot. The Company again failed to comply with the conditions and
therefore, the proposal with regard to allotment under the letter dated
13th March, 2000 also failed. Once again another plot was offered to the
Company by the appellant under letter dated 3rd April, 2001 for
Rs.80,00,000/- but the said transaction also did not materialize. The
aforesaid facts demonstrate the chequered history and the circumstances in
which the Company could not make entire payment of the plot in question,
which ultimately resulted into forfeiture of the amount paid and even
possession of the plot in question was with the appellant though for a
limited purpose, the Company was permitted to occupy the plot.
5. It is pertinent to note that the Company, because of its very poor
financial conditions, was ordered to be wound up and the official
liquidator, appointed by the Company Court wanted to take possession of the
plot in question so that the said plot may be sold and out of the sale
price, dues of the Company may be paid. When the appellant-Corporation
came to know that the official liquidator was making an effort to dispose
of the plot in question, believing the plot to be one of the assets of the
Company in Liquidation, a Company Application No.474/2006 in the Company
Petition No.178/2003 was filed by the appellant praying for taking
possession of the plot in question as the plot was in unauthorized
possession of the Company. In the said proceedings, the official
liquidator admitted the fact that the plot in question had not been
transferred in the name of the Company. Ultimately, by an order dated 28th
June, 2007 the Company application filed by the appellant had been
dismissed by the High Court with a direction to the official liquidator to
take appropriate steps to dispose of the plot in question.
6. Being aggrieved by the aforestated order passed in the Company
application, the appellant had filed an appeal being O.S.A.No.20/2008
before the High Court contending that the plot in question had not been
transferred to the Company and therefore, the official liquidator had no
right or title in respect of the plot in question and therefore, he could
not have taken any action for selling the same.
7. The said appeal filed by the appellant has also been dismissed by the
High Court of A.P. and therefore, the present appeal has been filed by the
appellant-Corporation.
8. The learned counsel for the appellant had submitted before this Court
that the ownership right in the plot in question had not been transferred
to the Company and therefore, the official liquidator had no right to deal
with the said plot. The learned counsel had further submitted that it was
an admitted fact that the entire amount of the sale price had not been paid
to the appellant by the Company and therefore, the plot had not been
transferred to the Company.
9. For the aforestated reasons, the learned counsel had submitted that
the impugned order passed by the High Court requires to be quashed so that
the appellant-Corporation can deal itself with the plot in the manner in
which it likes, especially when the amount which had been paid by the
Company had already been forfeited because the Company had not fulfilled
the conditions on which the plot had been allotted.
10. On the other hand, the learned counsel appearing for the official
liquidator of the Company had submitted that as an order of winding up had
already been passed and as the Company had paid substantial amount towards
purchase price of the plot in question, the official liquidator was rightly
permitted to dispose of the plot as the plot virtually belonged to the
Company.
11. The learned counsel had tried to substantiate the reasons given by
the learned Single Judge as well as by the Division Bench while deciding
O.S.A.No.18 of 2008 in favour of the official liquidator and had submitted
that the appeal should be dismissed.
12. We had heard the learned counsel and had also perused the relevant
record which clearly shows that
the ownership right in respect of the plot
in question has not been transferred to the Company.
It is an admitted
fact that the Company, which is now in liquidation, had not paid the entire
amount of the consideration and
therefore, the ownership right in respect
of the plot had not been transferred to the Company.
According to the
terms and conditions on which the plot was to be sold to the Company, the
amount which had been paid by the Company had already been forfeited and
the Company had no right of whatsoever type in the plot in question.
13. In the aforestated circumstances, in our opinion,
the High Court was
not justified in giving any right in respect of the plot in question to the
official liquidator or the Company.
It is pertinent to note that the
ownership of the plot in question had not been transferred to the Company
and a permissive possession given by the appellant to the Company for some
limited purpose would not create any interest or right in favour of the
Company.
The plot would remain the property of the appellant-Corporation
as the conditions on which the transfer was to take place had not been
fulfilled.
14. In the aforestated circumstances, we are of the view that
the High
Court was in error while coming to the conclusion that the appellant had no
right in the plot in question and therefore, the impugned judgment as well
as the order passed in Company Application are quashed and set aside and it
is held that the plot in question does not belong to the Company in
liquidation and the official liquidator has no right to deal with the said
plot or dispose of the said plot and it would be open to the appellant-
Corporation to deal with or allot the said plot as per its own policy.
15. The impugned order as well as the order passed in Company
Application are quashed. The appeal is, therefore, allowed with no order as
to costs.
……...........................................J.
(ANIL R. DAVE)
……...........................................J.
(DIPAK MISRA)
New Delhi
November 29, 2013
ITEM NO.1A COURT NO.12 SECTION XIIA
(For Judgment)
S U P R E M E C O U R T O F I N D I A
RECORD OF PROCEEDINGS
C.A.NO.10753/2013 arising out of S.L.P.(C)No(s).31035/2011
(From the judgement and order dated 14/03/2011 in OSA No.18/2008 of The
HIGH COURT OF A.P. AT HYDERABAD)
A.P.I.I.C.LTD Petitioner(s)
VERSUS
M/S TEAM-ASIA LAKHI SEMICONDUCTORS L.&AN Respondent(s)
Date: 29/11/2013 This Appeal was called on for pronouncement of Judgment
today.
For Petitioner(s) Mr. Y. Raja Gopala Rao,Adv.
For Respondent(s) M/s. Lawyer's Knit & Co,Advs.
Mrs. D. Bharathi Reddy,Adv.
UPON hearing counsel the Court made the following
O R D E R
Hon'ble Mr. Justice Anil R. Dave pronounced the Non-
reportable judgment of the Bench comprising Hon'ble Mr. Justice
Dipak Misra and His Lordship.
The appeal is allowed with no order as to costs in terms of
the signed reportable judgment.
|(Sarita Purohit) | |(Sneh Bala Mehra) |
|Court Master | |Court Master |
(Signed Non-reportable judgment is placed on the file)
-----------------------
9
