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Smart Summary

Factual and Procedural Background

This opinion concerns the auction process of freehold land belonging to a company in liquidation, as directed by this Court in its common order dated 26.03.2013 in Company Application No. 475 of 2011 and related matters. The land, measuring approximately 13,895 square meters and located at T.P No. 18 of F.P No. 32.P, Rajpur-Hirpur, Ahmedabad, was ordered to be auctioned by sealed offers with a fixed upset price of Rs. 55 Crores and an earnest money deposit (EMD) of 10% of the upset price. The Official Liquidator was directed to publicize the sale through advertisements in Gujarati and English newspapers in Gujarat and Mumbai.

Following the advertisement, multiple bids were received, including two initial sealed offers and nine additional bids submitted with late fees after obtaining Court permission. The applications filed by objectors were disposed of on 16.12.2013, and the auction proceeded in open Court on 03.05.2013. After twelve rounds of inter-se bidding, M/s. Vedica Procon Pvt. Ltd. emerged as the highest bidder with an offer of Rs. 148 Crores, followed by M/s. Balleshwar Greens Pvt. Ltd. with Rs. 146 Crores. The Court considered the bids and related submissions before concluding the proceedings.

Legal Issues Presented

The opinion addresses a procedural matter and does not frame distinct legal issues.

Arguments of the Parties

The opinion does not contain a detailed account of the parties' legal arguments.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The Court adhered strictly to the procedural directions issued in its earlier order dated 26.03.2013 concerning the auction of the company's land. It ensured that the Official Liquidator complied with the prescribed advertisement and tender conditions. The Court took note of the bids received, including those submitted late with appropriate fees, and the disposal of objections. The auction was conducted transparently in open Court with multiple rounds of bidding, culminating in the highest bid by M/s. Vedica Procon Pvt. Ltd. The Court accepted the highest bid after confirming the concurrence of counsel representing the Official Liquidator, the Union, State Bank of India, and ARCIL. The Court also emphasized adherence to the tender conditions regarding earnest money deposits, retention, and refund procedures for unsuccessful bidders. The Court declined to pass orders on a request to permit a nominee, leaving the matter open for a proper application. Finally, the Court disposed of the Official Liquidator's report while clarifying that certain prayers were not granted due to the filing of a separate report.

Holding and Implications

The bid of M/s. Vedica Procon Pvt. Ltd., amounting to Rs. 148 Crores, is accepted as the highest and final offer for the auctioned land on an "as is where is" and "whatever there is" basis according to the tender conditions.

This decision finalizes the auction proceedings for the specified land and directs the Official Liquidator to proceed in accordance with the tender terms, including handling of earnest money deposits and related actions. No broader legal precedent is established by this order; its effect is confined to the resolution of the auction and related procedural matters in this liquidation process.

    Official Liquidator Of Omex Investors Ltd. v. State Bank Of India

    ORAL ORDER

    1. This Court (Coram: C.L Soni, J.) by common order dated 26.03.2013 passed in Company Application No. 475 of 2011 in Official Liquidator's Report No. 36 of 2011 and allied matters, was pleased to direct the Official Liquidator to put the freehold land of the Company (in Liquidation) admeasuring 13895 Sq. Mtrs. Approx. situated at T.P No. 18 of F.P No. 32.P, bearing Survey No. 25, 27.B/1, 31, 38, Moje Rajpur-Hirpur, Outside Raipur Gate, behind New cloth Market, Opp. Hirabhai Market, Diwan Ballubhai Road, Raipur, Ahmedabad, to auction for sale by inviting offers from the intending purchasers in a sealed cover. Th relevant para-20 of the above mentioned order i quoted hereinbelow.

    [20] The Official Liquidator is directed to put the freehold land of the company admeasuring 13895 square meters to auction for sale by inviting offers from the intending purchasers in sealed cover. The usual terms and condition for such auction shall be similar to the matter of M/s. Ahmedabad Manufacturing and Calico Printing Mills Co. Ltd. (Civil Application No. 183 of 2012).

    The upset price of the land under auction shall be fixed at Rs. 55 Crores and earnest money deposit shall be fixed at 10% thereof.

    The Official Liquidator shall give public notice of the sale in the two daily Gujarati newspaper having wide circulation in the State of Gujarat and in the city of Mumbai as also in one English newspaper Times of India in the State of Gujarat and in the city of Mumbai.

    The schedule of program of sale shall be as under:

    Sr. No Description Date

    1

    Date of Advertisement 10/04/13

    2

    Date of issue of Tender Forms 15/04/13

    3

    Date of inspection of property 22/04/13

    4

    Last date of receipt of offer in the office of Official Liquidator 29/04/13 upto 430 P.M

    5 Opening of offers and auction/inter-se-bidding in the High Court of Gujarat 03/05/13 at 11.00 A.M and onwards

    The matter shall be now listed on 3rd May 2013 for further action.

    2. It further appears that pursuant to the said order, the Official Liquidator gave advertisement in the Gujarat Samachar, Gujarati Daily, in all editions, Divya Bhaskar, Gujarati Daily, in all editions, Mumbai Samachar, Gujarati daily in Mumbai Edition and the Times of India, English Daily, in Ahmedabad and Mumbai editions.

    3. At the outset, it may be noted that in pursuance of the tender notice, two bidders viz. M/s. JPS Entrade International Pvt. Ltd. and M/s. Siddhi Developers through Shri Mehulbhai Patel, submitted their offers along with EMD in sealed covers to the office of the Official Liquidator. It may be noted that, thereafter, the matter came to be adjourned because of the fact that various bidders had filed applications for making their offers after obtaining the permission of the Court. Nine other bidders have deposited EMD along with late fee charges. It is also pertinent to note that the applications filed by the objectors were disposed of by order dated 16.12.2013 and the proceedings for auction were undertaken today.

    4. Before the offers were permitted to be made by the bidders, at the request of the Court, Ms. Amee Yajnik, learned counsel for the Official Liquidator was asked to read the tender notice in open Court and accordingly, Ms. Yajnik read the whole notice in English language and thereafter, both the envelopes were opened in the Court. Ms. Yajnik also handed over two sealed covers containing offers made by M/s. JPS Entrade International Pvt. Ltd. and M/s. Siddhi Developers for perusal of the Court.

    5. It may be noted that in all, there were total 11 bidders, who have participated in the auction proceedings.

    Sr. No.

    Name and Address of Intending Purchasers

    Name the Bank and Branch

    Pay Order/D. D.No

    Amount (Rs.) EMD

    1

    M/s. JPS Entrade International Pvt. Ltd. 501, Panchsheel residency, Opp. Dr. Nathubhai Hospital, Usmanpura, Ahmedabad.

    State Bank of India State Bank of India Bank of Baroda

    365489 365490 077656

    1,20,00,000 2,58,00,000 72,00,000 4,50,00,000/-

    2

    Mehul B. Patel, Siddhi Developers, 1st M/s. Floor, Arohi Complex, Bopal, Ahmedabada

    Dena Bank

    (0991) 360351

    4,50,00,000

    3

    Advance Space Link Pvt. Ltd., 21-22, Advance Plaza, Outside Delhi Gate, Shahibaug, Ahmedabad-380 004

    Kotak Mahindra Bank

    226258

    4,50,00,000 (EMD) + 4,80,822 late fee @ 15% for delayed period I.e 26 days

    4

    Aashita Construction Pvt. Ltd. 1-20-21, Narayan Chambers, B/h. Patang Hotel, Ashram road, Ahmedabad.

    HDFC Bank

    000448

    4,50,00,000 (EMD)+ 4,81,500/- late fee @ 15% fordelayed period i.e 26 days

    5

    Rushay Commodities Pvt. Ltd.- B/9, S.F Sardar Mall, Nikol Gam Road, Ahmedabad

    HDFC Bank

    000082

    4,50,00,000 (EMD)+ 6,41,000/- late fee @ 20% for delayed period i.e 26 days

    6

    Sparkling Tradefin Pvt. Ltd. 508-509, Shilp Building, C.G Road, Ahmedabad

    Kotak Mahindra Bank

    411585

    4,50,00,000 (EMD)+ 15,53,425/- late fee @ 15% for delayed period i.e 84 days

    7

    M/s. Vision Impex Room No. 29, Second Floor, Bharaja Bhavan, 110/14, Kika Street, Gulalwadi, Mumbai-400 004.

    BOI UCO Bank

    036869 950434

    2,70,00,000/- 1,80,00,000/-(EMD)+ 21,08,219/- late fee @ 15% for delayed period i.e 114 days

    8

    Balleshwar Greens Pvt. Ltd. 801-A, Mahalaya Building, Opp. Hotel President, Swastik Cross Road, Ahmedabad

    Axis Bank

    025061

    4,50,00,000 (EMD)+ 23,50,000/- late fee @ 15% for delayed period i.e 127 days

    9

    Deo-Piyo Textiles Pvt. Ltd. 9/10, Shyamal Raw House, Satellite AD, Ahmedabad

    Kotak Mahindra Bank

    625130

    4,50,00,000 (EMD)+ 24,04,500/- late fee @ 15% for delayed period i.e 127 days

    10

    Ajay Kumar Tehelyani 3, Chandra Palace, Jawahar Nagar, Nadiad

    Indian Bank

    896139

    4,50,00,000 (EMD)+ 24,04,700/- late fee @ 15% for delayed period i.e 127 days

    11

    Vedica Procon Pvt. Ltd. 25, 4th Floor, Shukan Hospital, Shahibaug, Ahmedabad.

    Dena Bank

    105291 105292 105293 105294 105295 517750

    4,50,00,000 (EMD)+ mall, Rajasthan 26,26,637/- late fee @ 15% for delayed period i.e 127 days

    6. Today, the auction proceedings are undertaken in the open Court and after inter-se bid of 12 rounds, M/s. Vedica Procon Pvt. Ltd. has offered highest amount of Rs. 148 crores as the sale consideration. It may further be noted that the applicant of Company Application No. 295 of 2013, M/s. Balleshwar Greens Pvt. Ltd. is the second highest bidder and has offered Rs. 146 crores for the land in question. It may be noted that rest of the bidders withdrew their bids at various stages of 12 rounds.

    7. In view of the aforesaid it transpires that M/s. Vedica Procon Pvt. Ltd. being the highest bidder, has offered Rs. 148 Crores (Rupees One Hundred Forty Eight Crores) for the land admeasuring 13895 Sq. Mtrs. Approx. situated at T.P No. 18 of F.P No. 32.P, bearing Survey No. 25, 27.B/1, 31, 38, Moje Rajpur-Hirpur, Outside Raipur Gate, behind New cloth Market, Opp. Hirabhai Market, Diwan Ballubhai Road, Raipur, Ahmedabad.

    8. Ms. Amee Yajnik, learned counsel for the Official Liquidator, Mr. D.S Vasavada, learned counsel for respondent No. 6-Union, Mr. U.R Bhatt, learned counsel for respondent No. 1-State Bank of India and Mr. Anip Gandhi, learned counsel for the ARCIL, have expressed that the bid of M/s. Vedica Procon Pvt. Ltd. may be accepted.

    9. In view of the above discussion, the bid of M/s. Vedica Procon Pvt. Ltd., being the highest bidder, who has offered Rs. 148 Crores for the land mentioned in the tender notice deserves to be accepted and is hereby accepted as per the tender conditions on as is where is basis and whatever there is basis.

    10. Mr. Vimal Purohit, learned counsel for the applicant appearing in Company Application No. 304 of 2013, has expressed that the Court may permit one nominee. However, considering the conditions of the tender notice, no orders are passed today. It would be open for the applicant to approach this Court by way of filing a proper application. It may further be noted that as per condition No. 29 of the tender notice, EMD price of second highest bidder viz. M/s. Balleshwar Greens Pvt. Ltd.- applicant of Company Application No. 295 of 2013 shall be retained by the Official Liquidator. The Official Liquidator shall take appropriate actions as envisaged under the conditions of the tender notice, more particularly conditions No. 29, 32 and 33. As per the conditions of the tender notice, the Official Liquidator shall return EMD if any paid by the applicants of the unsuccessful bidders, except the applicant of Company Application No. 295 of 2013, as stated above, within the time prescribed in the tender notice. The envelopes containing offers given by M/s. JPS Entrade International Pvt. Ltd. and M/s. Siddhi Developers are returned back to the Official Liquidator in a sealed cover.

    11. In view of the aforesaid, the present report stands disposed of. It is, however, clarified that the prayers prayed for in the prayer (B) is not granted as the Official Liquidator has already filed separate report being Official Liquidator's Report No. 76 of 2013. Ordered accordingly.

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    Official Liquidator Of Omex Investors Ltd. v. State Bank Of India
    (Dec 17, 2013)