Maxworth Orchards (India) Ltd. Vs B. Ravi Babu and Others

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Judgment

152 paragraphs · 5,705 words

Vinod K. Sharma, J.—The administrator, appointed by this Court to watch the affairs of M/s. Maxworth Orchards (India) Ltd. (hereinafter referred to as "the company"), has filed these applications under Sections 443, 446(2), 450, 456 and 457 of the Companies Act, 1956, read with Rules 9, 11(b) and 19 of the Companies (Court) Rules, 1959, praying for setting aside of 12 sale deeds, executed by one B. Ravi Babu (respondent No. 1) and Mr. Koduru Venkatesawara Prasad (respondent No. 2) in favour of Respondent No. 3 in respect of 297.96 acres. The applicant has also prayed for a declaration that the sale deeds executed in favour of Respondent No. 3 do not convey any right, title or interest in the scheduled property in favour of the Respondents with consequential relief of permanent injunction, restraining the Respondents in any way interfering with the possession of the applicant-company over the scheduled property.

The scheduled property is mentioned as under:

Schedule-I

All that piece and parcel of agricultural dry lands admeasuring to an extent of 310 acres in Survey Nos. 371/1 and 478/1 situated in Siddavaram Village, Porumammila Mandal, Cudappah District and situated within the Registration Sub-District of Badvel and Registration District of Cudappah.

Schedule-II (Document No. 192/2000)

All that piece and parcel of agricultural dry lands admeasuring to an extent of 30.00 acres in Survey No. 478/1 situated in Siddavaram Village, Porumammila Mandal, Cudappah District and situated within the Registration Sub-District of Badvel and Registration District of Cudappah.

Boundaries:

East: Remaining land in this No.

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

West: Property belonging to K. Subbamma, N. Vijayalakshmi in S. No. 478/1

North: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

Schedule-III (Document No. 193/2000)

All that piece and parcel of agricultural dry lands admeasuring to an extent of 30.00 Acres in Survey No. 478/1 situated in Siddavaram Village, Porumammila Mandal, Cudappah District and situated within the Registration Sub-District of Badvel and Registration District of Cudappah.

Boundaries:

East: Remaining land in this No.

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/

West: Property belonging to K. Subbamma, N. Vijayalakshmi in S. No. 478/1

North: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

Schedule-IV (Document No. 194/2000)

Boundaries:

East: Remaining land in this No.

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

West: Property belonging to N. Vijayalakshmi in S. No. 478/1

North: Survey Nos. 461, 471

Schedule-V (Document No. 195/2000)

All that piece and parcel of agricultural dry lands admeasuring to an extent of 23.93 Acres in Survey No. 478/1 situated in Siddavaram Village, Porumammila Mandal, Cudappah District and situated within the Registration Sub-District of Badvel and Registration District of Cudappah.

Boundaries:

East: Remaining land in this No.

South: Survey No. 489 ceiling land given to a labour

West: Property belonging to K. Subbamma, N. Vijayalakshmi in S. No. 478/1

North: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

Schedule-VI (Document No. 226/2000)

Boundaries:

East: Remaining land in this No.

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

West: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

North: Survey Nos. 472, 475.

Schedule-VII (Document No. 227/2000)

Boundaries:

East: Remaining land in this No.

South: Survey No. 489 ceiling land belonging to M/s. Agri Gold Farms

West: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

North: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

Schedule-VIII (Document No. 228/2000)

Boundaries:

East: Remaining land in this No.

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

West: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

North: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

Schedule-IX (Document No. 229/2000)

All that piece and parcel of agricultural dry lands admeasuring to an extent of 9.29 acres in Survey No. 371/1 situated in Siddavaram Village, Porumammila Mandal, Cudappah District and situated within the Registration Sub-District of Badvel and Registration District of Cudappah.

Boundaries:

East: Forest

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

West: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

North: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

Schedule-X (Document No. 233/2000)

All that piece and parcel of agricultural dry lands admeasuring to an extent of 6.61 acres in Survey No. 478/1 and 18.54 acres in Survey No. 371/1 situated in Siddavaram Village, Porumammila Mandal, Cudappah District and situated within the Registration Sub-District of Badvel and Registration District of Cudappah.

Boundaries for 478/1:

East: Resurvey No. 373

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

West: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

North: Resurvey No. 476

Boundaries for 371/1:

East: Forest

South: Property belonging to M/s. Agri Gold Farms in S. No. 371/1

West: Resurvey Nos. 371/3, 374

North: Resurvey No. 371/2

Schedule-XI (Document No. 234/2000)

Boundaries for 478/1:

East: Resurvey Nos. 372 and 371/1

South: Survey No. 489 ceiling land

West: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

North: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

Boundaries for 371/1:

East: Forest

South: Property belonging to M/s. Agri Gold Farms in S. No. 371/1

West: Survey No. 478/1 of M/s. Agri Gold Farms

North: Property belonging to M/s. Agri Gold Farms in S. No. 371/1

Schedule-XII (Document No. 235/2000)

All that piece and parcel of agricultural dry lands admeasuring to an extent of 6.61 acres in Survey No. 478/1 and 18.54 Acres in Survey No. 371/1 situated in Siddavaram Village, Porumammila Mandal, Cudappah District and situated within the Registration Sub-District of Badvel and Registration District of Cudappah.

Boundaries for 478/1:

East: Survey No. 373

South: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

West: Property belonging to M/s. Agri Gold Farms in S. No. 478/1

North: Property belonging to M/s. Agri Gold Fanns in S. No. 478/1

Boundaries for 371/1:

East: Forest

South: Property belonging to M/s. Agri Gold Farms in S. No. 371/1

West: Resurvey Nos. 372, 374

North: Property belonging to M/s. Agri Gold Farms in S. No. 371/1

Schedule-XIII (Document No. 1083/2001)

Boundaries for 371/1:

East: Forest

South: Property belonging to M/s. Agri Gold Farms in S. No. 371/1

West: Survey No. 374

North: Property belonging to M/s. Agri Gold Farms in S. No. 371/1

The applicant has chosen not to file an application nor the judge''s summons are supported by the affidavit. Only a report has been filed in support of the prayer made, by the administrator/official liquidator. In the report filed, it has been mentioned that the applications have been moved to protect the interest of the company as well as its customers, who invested money in the applicant-company.

It is also the case set up in the report that the object of the applicant is to protect the investors of the company from certain land grabbers, i.e., Respondents Nos. 1 to 3, and to set aside the sale transactions said to have been entered into illegally with an object to cause loss to the company in liquidation. It is stated in the report that the company was formed with the object of setting up plantations and growing fruit trees, i.e., mango and guava. In the course of business, the company came in possession of land measuring 20,000 acres. Thousands of customers invested in the plantations of the company, who were given a piece of land depending on their investment. The company has undertaken to maintain the land under the maintenance agreement, executed with the customers.

The company also failed to get the lands registered in the names of the customers. The possession of the land was taken through its employees, who were given the power of attorney registered in their names from the original landowners of the land.

Mr. B. Ravi Babu is said to be the power of attorney holder from the owners of the land, in his capacity as an employee of the company. The company, on its failure to meet its obligations, on a petition filed, was ordered to be advertised. The official liquidator was appointed as the provisional liquidator. In order to resurrect itself and also in order to protect the interest of the customers, it filed a petition of scheme for revival vide C.A. No. 63 of 2001.

The administrator was appointed by this Court in C.A. No. 63 of 2001 vide order dated February 12, 2001, to protect the interest of the company, as he was permitted to exercise the powers of the provisional liquidator of the company.

It is also stated in the report that u/s 446(2) read with Sections 450, 456 and 477 of the Companies Act, 1956, the company court has the jurisdiction to entertain or dispose of any suit or proceedings or any claim or any application u/s 391 of the Companies Act.

It may be mentioned herein that neither any suit has been filed to challenge the sale nor petition filed alleging misfeasance against the directors of the company in the conduct of the business.

10.

It is the case of the administrator in the report filed that Mr. B. Ravi Babu and other ex-employees indulged in land grabbing and got the sale document executed as the power of attorney with respect to the land acquired by the company, and sold to various third parties. During the investigation, it was revealed that Respondent No. 2, in connivance with Respondent No. 1, executed 12 sale deeds, which are under challenge.

11.

Respondent No. 1 was working as an legal executive of the company, and as an employee of the company, obtained general powers of attorney from the original land owners in his favour. He was entitled to execute the sale deed in favour of the customers after permission by the company. It is also mentioned in the report that Respondent No. 1 was not given any permission in the years 2000 and 2001 to execute any sale deed nor the company received any sale proceeds of the 12 sale transactions. It is also pleaded that there was injunction granted by this Court against the company and its employees from dealing with the property acquired by the applicant-company in any manner. Respondent No. 2 is the witness to the sale deeds. A criminal case is also said to have been registered against those employees in which Respondents Nos. 1 and 2 were said to have been arrested and thereafter, released on bail and the matter is pending investigation in the criminal court. The applicant has failed to disclose that the criminal proceeding stands stayed by the hon''ble Andhra Pradesh High Court.

12.

It is also mentioned in the report that Mr. B. Ravi Babu had given a declaration on September 29, 1996, that the applicant-company had acquired lands, which were registered in his name as general power of attorney on behalf of the land owners. Mr. Y. Rami Reddy, who was a middleman for acquisition of landed property was also paid service charges by the company. Respondent No. 3, i.e., the vendee had filed the Original Suit No. 4466 of 2002 against the company in the Civil Court, seeking permanent injunction, restraining the company from interfering with the possession of the third Respondent with respect to 288.67 acres, which was purchased by way of 11 sale deeds. The said case is said to be pending, which is yet to be transferred to this Court. The counter filed by Respondent No. 3 shows that the case already stands decreed.

13.

The case in a nutshell in the report, is that the applicant-company had acquired the landed property in question. So, Mr. B. Ravi Babu, as a general power of attorney, was to act on behalf of the company. On the pleadings referred to above, it is stated in the report that the sale effected by Respondents Nos. 1 and 2 in favour of Respondent No. 3 and the subsequent sale by Respondent No. 3 are null and void and not binding on the company. The sale transactions are the outcome of fraud played on the company and its customers. It is also stated that Respondent No. 3 was fully aware at material times, as to who were the real owners of the properties and entitled to deal with it, therefore, is not entitled to take the plea of bona fide purchaser. In spite of the pleadings, the applicant took no steps to file a suit to challenge the sale deeds by pleading and proving fraud.

14.

It is the case of the applicant that the company is in possession of the property. However, nothing has been disclosed in the report with regard to the agreement of sale, if any, which is said to have been executed in favour of the company, under which, the possession is claimed by the company, and would entitle the company to the protection u/s 53A of the Transfer of Property Act, 1882.

15.

The applications are contested by Respondent No. 3. In the counter filed, the averments made are denied, and the plea has been taken that Respondent No. 3 is the bona fide purchaser for consideration. It is also the stand of Respondent No. 3 that 11 sale deeds were executed in favour of the Respondent by Respondent No. 1 as the power of attorney holder of the original owners, and not that of the company. It is also pleaded that the first Respondent was in possession of the property, since 1996. It is the case of Respondent No. 3 that before purchase of lands, legal formalities were complied with and publication was also made in local newspapers. It was, thereafter, that the property was purchased.

16.

It is also pleaded that valuable consideration was paid through cheque to Respondent No. 1 as attorney of the land owners of the property. Since the Respondent claims to be in continuous possession of the land in dispute and in order to protect its right, it had filed a suit in the Civil Court at Hyderabad, restraining the company from interfering in its possession, in which, no written statement was filed and the suit stands decreed in favour of Respondent No. 3 on December 30, 2005 and that the decree has become final.

17.

It is pleaded that the documents attached in support of the prayer do not give any right to the company to get relief from this Court.

18.

It is also the pleaded case that enforcement of the sale agreement executed in favour of the company is barred by limitation, as these were not specifically enforced till date. The defence is also taken that there is a decree in favour of Respondent No. 3 to protect his possession of the disputed property. It is also pleaded that on a petition filed u/s 482 of the Code of Criminal Procedure, 1973, to set aside the complaint lodged on May 3, 2011, the further proceedings stand stayed. The final stand taken is, that Respondent No. 3 made improvement on the land in dispute, therefore, no order can be passed without relief of payment towards the consideration amount and compensation for improvement.

19.

From the pleadings referred to above, the undisputed facts are:

(i) that the company at no stage acquired the title in the property in dispute, as admittedly no conveyance deed was executed in favour of the company;

(ii) that Respondent No. 1, being an employee of the company was given power of attorney by the true owners to act on their behalf. On receipt of directions from the company, it would only mean that the owners could not cancel the power of attorney, in favour of Respondent No. 1, being for consideration;

(iii) that Respondent No. 1 acting as attorney of true owners sold the property to Respondent No. 3 by way of registered conveyance deed, and possession of Respondent No. 3 had been ordered to be protected by way of civil court decree passed in favour of Respondent No. 3. The applicant has neither challenged the decree, nor filed any suit to challenge the sale deeds, in competent court having jurisdiction.

20.

In support of the applications, the learned administrator placed reliance on the judgment of this Court in C.A. Nos. 1937 to 1939 of 2003, 1748 and 1749 of 2005 in C.A. No. 63 of 2001, C.A. No. 185 of 2006 in C.A. No. 1937 of 2003 in C.A. No. 63 of 2001 and C.A. Nos. 301 to 303, 308 and 309, 319 and 320 of 2006 in C.P. No. 57 of 1998, C.A. Nos. 625 and 626 of 2005 in C.A. No. 63 of 2001, C.A. No. 307 of 2006 in C.P. No. 57 of 1998, C.A. No. 624 of 2005 in C.A. 63 of 2001 and C.A. Nos. 688 to 690 of 2006 in C.P. No. 57 of 1998, decided on September 17, 2010 (Maxworth Orchards (India) Ltd. v. P. Ananthalakshmi [2011] 166 Comp Cas 221), vide which, sale by court auction, was ordered to be set aside. This judgment has no application to the facts of the present case, as in that case, the company was the registered owner of the property, which was sold in court auction, pending winding up petition in execution of a decree in favour of the creditor of the company. The court auction was set aside for want of permissions from the company court u/s 446.

21.

The learned administrator also placed reliance on the judgment of this Court in C.A. Nos. 1937 to 1939 of 2003, 624 to 626,1748 and 1749 of 2005, 185, 301 to 303, 307 to 309, 319, 320 and 688 to 690 of 2006 in C.A. No. 63 of 2001 and C.P. No. 57 of 1998, decided on September 17, 2010 Maxworth Orchards (India) Ltd. Vs. P. Ananthalakshmi and Others, wherein, this Court had set aside the sale made by one P. Ananthalakshmi, an employee of the company, and power of attorney holder from the original owner. In the said case, vendor had taken specific stand that the property was under the ownership of the company, and that she was holding the power of attorney from true owners on behalf of the company, and not in an individual capacity. She had also denied her role in the sale.

22.

In view of respective pleadings, this Court set aside the sales by recording as under (page 227 of 166 Comp Cas):

"All these sale deeds are sought to be set aside in these applications by the learned administrator on the ground that the sales are relating to the lands of the company after filing of the winding up petition, which was on February 24,1998 and which came to be admitted on February 14, 2003 and therefore, they are null and void. It is also stated by the learned administrator that on coming to know about the clandestine attitude of the Respondents in intentionally attempting to alienate the properties of the company under liquidation, he has moved an application in C.A. No. 740 of 2003 praying for an order of injunction restraining the Respondents therein from alienating lands purchased by the company with the funds of the company and also for a direction to the administrator to effect publication of such order in leading local dailies. An order of injunction was granted by this Court on April 24, 2003, which was extended until further orders by a subsequent order dated November 18, 2003.

It is the case of the learned administrator that in spite of the order of injunction which has been widely advertised in various newspapers, the sales have been effected. The said factum of the sale was revealed only when the learned administrator visited the spot in Andhra Pradesh with regard to sale of another property of the company and immediately, the learned administrator has obtained the registered copies of those documents.

It is the case of the learned administrator that the first Respondent had no independent right to act except to act on behalf of the company and the sale effected is fraudulent and with an intention of defrauding the company, the first Respondent had conspired with the second Respondent. Public notices were issued on behalf of the purchasers in Deccan Chronicle by an advocate P.K. Ramesh regarding the sale of 27 acres of land, about which objection was made on behalf of the company by V.R. Alva, Advocate, High Court of Andhra Pradesh.

It is the further case of the learned administrator that nobody has a title or power to sell the property of the company after the company petition was filed for winding up and the sale deeds do not convey any title to the purchasers. It is stated that the second Respondent has been involved in dubious transactions in collusion with another the then employee of the company, Sri Ravi Babu, by fabricating the documents and sold some other lands of the company in Siddhavaram, about which, on behalf of the company, criminal prosecution has been launched....

It is his submission that in the absence of any document produced by the learned administrator to the effect that the property belonged to the company or that the company by a resolution of the board of directors has authorised the first Respondent as a general power of attorney, even if the first Respondent has played fraud on the company, it is for the company to take action only against the first Respondent and in so far as the other Respondents, they are the bona fide purchasers. Even the purchase by the first Respondent (P. Ananthalakshmi) in the year 1995 was not as a general power of attorney of the company, the purchase by the third Respondent was only after giving public notice.

It is the case of the Respondents, as submitted by learned senior counsel, that even the application filed by the administrator in I.A. No. 217 of 2005 in O.S. No. 71 of 2004 on the file of the Principal Junior Civil Judge Court, Sangareddy to implead himself as a party came to be dismissed on January 25, 2006, on the basis of the recital in Document No. 5109 of 1995, dated November 16, 1995 and therefore, the same is contrary to the contention of the learned administrator.

It is his contention that by applying the provisions of the Benami Transactions (Prohibition) Act, 1988, even assuming that the first Respondent has acted as a benami on behalf of the applicant-company, that does not take away the right of the first Respondent in as much as the property has been purchased in the name of the first Respondent in her individual capacity and the first Respondent has never acted as a trustee of the properties of the company and therefore, these applications are liable to be dismissed....

The contention of learned senior counsel for the Respondents, Mr. P. Jayaraman, that the first Respondent (P. Ananthalakshmi) never acted as a general power of attorney and there is no record to show that she acted as a trustee of the company and therefore, the sale effected by her to the second Respondent and the subsequent sale to the third Respondent should be declared as bona fide is, no doubt attractive, but, in my considered view, without substance. This view of mine is fortified by the specific stand taken by the first Respondent in the counter affidavit filed by her before this Court on December 22, 2003. She has in no uncertain terms admitted that during her service under the company she entered into various agreements with the land owners and they were only for the sole purpose of fulfilling the duties assigned by the company to her and the lands purchased by the company were registered in her name. When that is the stand taken by the first Respondent in the counter affidavit filed by her, the contention as if the lands were purchased in her name in the individual capacity much earlier on November 16, 1995, under document No. 5109 of 1995, has no meaning. It is not as if these vast extents of lands were in small bits here and there and these lands are contiguous in nature and there is no reason to disbelieve that these properties belong to the company....

There is ample evidence to show that when a notice was issued on behalf of the Respondents through their counsel calling for objections for the purchase of 27 acres of land, specific objections were raised on behalf of the company and in spite of such objections, the Respondents have proceeded to purchase the property under various sale deeds. Such purchases have been made despite the fact that winding up petition against the company was pending and many orders came to be passed by this Court restraining the intermeddlers from interfering with the possession of the property by the company, and publications have been effected widely in Andhra Jyothi, Telugu daily in Andhra Pradesh as per the orders of this Court in various company applications and even afterwards it is astonishing to note that in the documents, especially Document Nos. by the second Respondent (Koduru Venkateswara Prasad), the beneficiary himself has signed as a witness to the documents....

For the foregoing reasons, I am of the considered view that the sales which are the subject-matter of these applications are not only against the interest of the creditors of the company in liquidation, but the transactions also cannot be said to be bona fide and the respective purchasers cannot be said to be the purchasers without knowledge of defective title. Therefore, it is not possible to accept the contention raised by learned senior counsel for the Respondents/purchasers that such sales should not be interfered with.

In the result, C.A. Nos. 1937 to 1939 of 2003, 1748 and 1749 of 2005 in C.A. No. 63 of 2001 and C.A. Nos. 301 to 303, 319 and 320 of 2006 in C.P. No. 57 of 1998 stand allowed and the respective sale deeds stand set aside and C.A. No. 185 of 2006 in C.A. No. 1937 of 2003 in C.A. No. 63 of 2001 is dismissed."

23.

Though the facts in the said cases were different, as Respondent No. 1 in these cases had categorically admitted, that she was acting on behalf of the company under instructions of the company, but at the same time, this Court has recognised the ownership of the company, even in absence of conveyance deed in favour of the company, showing it to be the registered owner, even though transactions were after coming into force of the Benami Transactions (Prohibition) Act, 1988. Section 4 of the Benami Transactions (Prohibition) Act, 1988, reads as under:

Prohibition of the right to recover property held benami.--(1) No suit, claim or action to enforce any right in respect of any property held benami against the person in whose name the property is held or against any other person shall lie by or on behalf of a person claiming to be the real owner of such property.

(2) No defence based on any right in respect of any property held benami, whether against the person in whose name the property is held or against any other person, shall be allowed in any suit, claim or, action by or on behalf of a person claiming to be the real owner of such property.

(3) Nothing in this section shall apply,--

(a) where the person in whose name the property is held is a coparcener in a Hindu undivided family and the property is held for the benefit of the coparceners in the family; or

(b) where the person in whose name the property is held is a trustee or other person standing in a fiduciary capacity, and the property is held for the benefit of another person for whom he is a trustee or towards whom he stands in such capacity."

24.

The reading of the admitted facts would show that Respondent No. 1 could not be said to be trustee or a person standing in the fiduciary capacity on behalf of the company, as admittedly the land was not in the name of Respondent No. 1, but continued to be in the name of the true owners. The facts also prima facie proved that the company, at no stage, became registered owner of the property, and for the reason best known to it, was satisfied by getting the power of attorney in the name of its employees, who were to act on behalf of the true owners, and not on behalf of the company. The vendors were never acting as attorney of the company, as power of attorney was given by the true owners. The company was at liberty to have a power of attorney in its name, and thereafter could by resolution authorise any of its employees to act on its behalf.

25.

In view of the respective pleadings, the question, which arises for consideration is whether in absence of a conveyance deed, can the property be said to have been purchased by the company, and whether an order of injunction can be operative against the power of attorney holder of true owner, if absence of true owner, being a party to the proceedings. The question also arises as to whether a transaction can be said to be fraudulent, in the absence of pleadings and evidence, in view of settled law that the plea of fraud is required to be specifically pleaded and proved, like in a criminal case. Whether a property standing in the name of the true owner, and sold by the company would also attract provisions of Section 446 of the Companies Act, to challenge the sale. Whether this Court can take note of the criminal proceedings, which have been stayed by the hon''ble High Court of Andhra Pradesh? The question also arises as to whether a person can be said to be a trustee of property of company in the absence of any title in favour of the company, or person acting as attorney of the company, but true owner? It also requires consideration as to whether findings can be recorded on pleadings, which is contrary to record maintained in ordinary course of business by the Government Department, i.e., showing that the true owners continued to be the owner of the property? The one important question would be whether sale on ground of fraud can be challenged merely by filing a company application, without filing a regular suit with permission of the company court? The questions raised above need authoritative pronouncement by the hon''ble Division Bench in view of the decision by this Court in C.A. Nos. 1937 to 1939 of 2003, 624 to 626, 1748 and 1749 of 2005, 185, 301 to 303, 307 to 309, 319, 320 and 688 to 690 of 2006 in C.A. No. 63 of 2001 and C.P. No. 57 of 1998(Maxworth Orchards (India) Ltd. v. P. Ananthalakshmi [2011] 166 Comp Cas 221). Therefore, this case deserves to be referred to the hon''ble Division Bench of this Court for authoritative decision on the following questions:

Whether application for setting aside the sale can be entertained, which is not supported by any affidavit, but based on a report of the administrator/official liquidator?

Whether in view of the provisions of the Benami Transactions (Prohibition) Act, 1988, the company can be said to be the owner of the property, though the property is shown to be under the ownership of the true owners throughout?

Whether in the absence of a petition under Sections 542 and 543 of the Companies Act, the transaction in favour of third party can be questioned by way of simple company application or the company is required to file a civil suit to challenge the sale in competent court having jurisdiction with permission of the company court?

What is the effect of civil court decree which has attained finality?

Whether in the absence of positive evidence of false misrepresentation, a finding can be recorded of fraud and misrepresentation, without trial only on the basis of the report of the administrator/provisional liquidator?

Whether the company court has the jurisdiction to determine the question of title of land falling outside the jurisdiction of this Court in view of Clause 12 of the Madras High Court Letters Patent?

26.

Let this matter be placed before the hon''ble Chief Justice for referring this case to the hon''ble Division Bench for early decision in view of important questions raised in these applications.

Maxworth Orchards (India) Ltd. vs B. Ravi Babu and Others

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