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Judgment
Arindam Sinha, J
COMPAT no.4 of 2002 and I.A. nos.1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 & 31 of 2022
Mr. Das, learned senior advocate appears on behalf of petitioner and submits, position of his client on wanting mutation of its name in the record regarding the Sonepur unit have been recorded in orders dated 15th November, 2021 and 22nd February, 2022.
Mr. Mohanty, learned advocate, Additional Government Advocate appears on behalf of State and submits, there was agreement dated 15th January, 2007 executed between Industrial Development Corporation of Orissa Limited (IDCOL) and petitioner regarding conveyance to be executed, conveying right, title and interest of the company (in liquidation) in respect of its Sonepur unit, to the purchaser named therein. Hence, there is necessity for execution of conveyance, in absence of which mutation cannot be insisted upon by petitioner.
On query from Court Mr. Mohanty submits, the conveyance could not be executed in terms of the agreement because major part of the land is forest land and cannot be sold. It is an embargo in law, by reason of which there was omission on the part of State, through its agency, in executing conveyance. On further query from Court he submits, orders dated 5th January, 2007, 9th January, 2007 and 9th March, 2007 were not appealed against by his client.
The controversy between petitioner and State arises on it having been auction purchaser in an auction sale conducted by Court through IDCOL. Petitioner wants direction for mutation while State opposes saying it cannot be in absence of production of deed of conveyance, which it itself did not execute. In this regard, it is necessary to reproduce said orders dated 5th January, 2007, 9th January, 2007 and 9th March, 2007.
“Misc. Case No.1 of 2007
Order no.59 dated 5.1.2007
This application has been filed by M/s. Rajashree Vanijya Pvt. Ltd. making a prayer that the IDCOL may be directed to hand over possession of all the three units to the nominees of said M/s. Rajashree Vanijya Pvt. Ltd. and to execute sale deeds in their favour.
Mr. R.K. Rath, learned senior counsel appearing on behalf of the IDCOL submits that unless it is specified as to in whose favour each of the units shall be transferred, it would not be possible to transfer the units in faour of said M/s. Rajashree Vanijya Pvt. Ltd. and its nominees.
Mr. S.S. Das, learned counsel appearing for M/s. Rajashree Vanijya Pvt. Ltd. draws the attention of this Court to the letter issued by the said purchaser to IDCOL on 28.12.2006 wherein it has been stated that the nominees for the three units are as follows:-
UNITS NOMINEES
Aska Spinning M/s. George
Mills Distributors Pvt. Ltd.
Baripada M/s. Krishna
Spinning Mills Chlorate Pvt. Ltd.
Sonepur M/s. Phiroja
Spinning Mills Vinmoy Pvt. Ltd.
Mr. Rath, learned senior counsel also submits that it should be clarified as to the particulars of the person and his designation who will execute the deeds of transfer. An affidavit has been filed on behalf of M/s. Rajashree Vanijya Pvt. Ltd. today in Court in that regard.
Considering all the above, it is directed that the unit of Aska Spinning Mills be transferred in favour of M/s. Rajashree Vanijya Pvt. Ltd. and M/s. George Distributors Pvt. Ltd. and the transfer deed as stated in the affidavit, be signed by Mr. Prem Lahoty (Director). The unit of Baripada Spinning Mills be transferred in favour of M/s. Rajashree Vanijya Pvt. Ltd. and M/s. Krishna Chlorate Pvt. Ltd. and the deed of transfer be executed by Mr.
Bijay Agrawal (Director). Similarly, the unit of Sonepur Spinning Mills be transferred in favour of M/s. Rajashree Vanijya Pvt. Ltd. and M/s. Phiroja Vinmoy Pvt. Ltd. and the deed of transfer be executed by Mr. Bijay Agrawal (Director).
Needless to mention that on execution of the transfer deeds and after following any other necessary formalities, the possession of the above three units/Mills will be delivered to the respective transferees.
Misc. Case is disposed of.
Urgent certified copy of this order be granted on proper application.”
“Misc. Case No.2 of 2007
Order no.60 dated 9.1.2007
This is an application for modification of the order dated 5.1.2007.
Heard Mr. S.S. Das, learned counsel appearing for the applicant and Mr. R.K. Rath, learned senior counsel appearing for the IDCOL.
Considering the submissions made, the order dated 5.1.2007 is modified to the extent that the unit of Aska Spinning Mills shall be transferred in favour of M/s. George Distributors Pvt. Ltd., a nominee of M/s. Rajashree Vanijya Pvt. Ltd. and the deed of transfer shall be signed by Mr. Prem Lahoty (Director). Similarly, the unit of Baripada Spinning Mills shall be transferred in favour of M/s. Krishna Chlorate Pvt. Ltd., a nominee of M/s. Rajashree Vanijya Pvt. Ltd. and the deed of transfer shall be executed by Mr. Bijay Agrawal (Director) and the unit of Sonepur Spinning Mills shall be transfereed in favour of M/s. Phiroja Vinimoy Pvt. Ltd., a nominee of M/s. Rajashree Vanijya Pvt. Ltd. and the deed of transfer shall be executed by Mr. Bijay Agrawal (Director).
The rest portion of the order dated 5.1.2007 shall remain unaltered.
It is made clear that in all the three deeds, representative of M/s. Rajashree Vanijya Pvt. Ltd. will sign as witnesses and the names of transferees shall be mentioned in the said deeds as the nominees of M/s. Rajashree Vanijya Pvt. Ltd. Such deeds shall be executed and possession of the above three units shall be delivered by 15.1.2007.
The applicant may produce a certified copy of this order before the appropriate authority of the IDCOL and on production of such certified copy, the directions issued above shall be complied with.
Misc. Case is disposed of.
A free copy of this order be supplied to Mr. R.K. Rath, learned senior counsel appearing for the IDCOL.
Urgent certified copy of this order be granted on proper application.”
“Misc. Case No.33 of 2007
Order no.63 dated 9.3.2007
This is an application filed by the purchaser being M/s. Rajashree Vanijya Pvt. Ltd. and its nominees seeking a direction from this Court to IDCOL to execute necessary transfer deeds immediately and to accord necessary permission so that the purchaser can avail finance from the Bankers/Finance Institution. It is agreed to by the learned counsel for the parties that in the advertisement for sale, it was stipulated that the purchasers will run the Unit and will not sell the purchased Unit to any 3rd party.
In view of the above, there cannot be any clause introduced in the conveyance deeds making restriction with regard to the purchasers availing finance from Bankers/Finance Institution by giving the property in security.
In view of the above, the IDCOL is directed to execute the documents and deeds of conveyance in favour of the purchasers as early as possible, preferably within a period of two weeks without including therein any clause of restriction restraining the purchasers from giving the properties transferred in their favour as security in favour of any Financial Institution or Bankers Association for generating the Bankers to run the Unit.
It is made clear that in the event of the deeds of conveyance being not executed within the above period, it would be open for the purchasers, namely, M/s. Rajashree Vanijya Pvt. Ltd. and its nominees to approach any financial institution or Bank after availing finance in which event the Court is sure that as the sale has been confirmed and deeds are going to be executed, such institution will entertain the application and on proper consideration, will advance the finance if according to the Banks/Financial Institutions, the applicants are found to be eligible to avail such finances.
Misc. case is disposed of.”
(emphasis supplied)
The agreement, relied upon by State, does not provide for the contingency of part of the land, in this case belonging to the Sonepur unit of the company (in liquidation), could not be sold by reason of an embargo cast by Forest Conservation Act, 1980. There is no recital in the agreement regarding ABS Spinning Orissa Limited (in liquidation), the Government company as had been in possession of land at its Sonepur unit under appropriate permission granted under the Act of 1980, if such permission could at all be granted thereunder. The agreement recites that IDCOL had sought enhancement of price from the purchaser. Above referred orders have become final. There can be no dispute that petitioner obtained right, title and interest over the
Sonepur unit upon paying the consideration for the sale. All this happened in year 2007 while provisions in the Act of 1980 were subsisting and still are subsisting. It appears, an auction term was that the purchaser would not in turn sell. That makes petitioner, nominee of purchaser mentioned in the agreement, a person who has stepped into shoes of the vendor company (in liquidation). The vendor, a government company, was in possession of the Sonepur unit, sold away in the liquidation. Upon having received the consideration and, inter alia, order dated 9th March, 2007 having become final, recording that the sale had been confirmed, refusal by State to mutate the record militates against its right to obtain land revenue, in respect of the land, from petitioner.
This company petition is disposed of on the basis of observations in orders dated 15th November, 2021, 22nd February, 2022 and of this day.
Mr. Singh, learned advocate appears on behalf of applicants in above I.As. He submits, these applications be covered by paragraph-4 in order dated 22nd February, 2022.
His submission is accepted. All the I.As. are accordingly disposed of.
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