Case Note & Summary
The Official Liquidator filed a report seeking directions regarding the sale of two industrial plots allotted by MIDC to Transpower Engineering Ltd. (in liquidation). The plots were A26/3 (64,569.50 sq. mts.) and A/26/2/2 (22,879 sq. mts.) at Butibori Industrial Area, Nagpur. The Official Liquidator sought condonation of delay in filing the report, a declaration that the sale in winding up is a formal transfer not subject to differential premium, and waiver of extension charges under Section 446(2) of the Companies Act, 1956. MIDC opposed, claiming transfer charges and extension fees. The court examined MIDC's transfer policy and circulars, including the circular dated 11th June 2011. The court held that a sale by the Official Liquidator in the course of winding up is a formal transfer by operation of law and not a voluntary transfer, thus not attracting differential premium. The court also exercised its powers under Section 446(2) to waive extension charges, as the winding up process should not be impeded by such levies. The court directed MIDC to disclose the basis for its claim and to file its claim for charges payable upon transfer. The judgment clarifies the interplay between company liquidation and industrial development authority policies.
Headnote
A) Company Law - Winding Up - Sale by Official Liquidator - Transfer Charges - Differential Premium - The sale of plots by Official Liquidator in the course of winding up of the allottee company is a formal transfer under MIDC circulars and not subject to payment of differential premium. The court held that such transfer is akin to a transfer by operation of law and should not attract additional premium. (Paras 1-42) B) Company Law - Winding Up - Extension Charges - Waiver - Section 446(2) Companies Act, 1956 - The court can exercise powers under Section 446(2) of the Companies Act, 1956 read with MIDC Circular dated 11th June 2011 to waive levy of extension charges claimed by MIDC over the subject property. The court held that the winding up process should not be burdened with such charges. (Paras 1-42) C) Industrial Law - MIDC - Transfer Policy - Formal Transfer - The transfer of plots by Official Liquidator in liquidation is a formal transfer under MIDC circulars and not a commercial transfer, hence differential premium is not payable. The court directed MIDC to disclose basis for claim of transfer charges. (Paras 1-42)
Issue of Consideration
Whether sale of industrial plots by Official Liquidator in the course of winding up is a formal transfer under MIDC circulars and not subject to differential premium; whether extension charges can be waived under Section 446(2) of Companies Act, 1956
Final Decision
The court allowed the Official Liquidator's Report, holding that the sale in winding up is a formal transfer not subject to differential premium, and waived extension charges under Section 446(2) of Companies Act, 1956. MIDC was directed to disclose basis for its claim and file its claim for charges payable upon transfer.
Law Points
- Sale by Official Liquidator in winding up is a formal transfer not attracting differential premium
- MIDC circulars must be read harmoniously with Companies Act
- Court can waive extension charges under Section 446(2) of Companies Act
- 1956
