National Investors Forum vs Golden Forests India Ltd.
2013 Latest Caselaw 3196 Del

$~8 & 9
*      IN THE HIGH COURT OF DELHI AT NEW DELHI

                                        Date of decision: 25.07.2013
+      W.P.(C) 1399/2010
       NATIONAL INVESTOR FORUM REGD...... Petitioner
                       versus
       GOLDEN FORESTS INDIA LTD.       ..... Respondent

+ W.P.(C) 1400/2010 NATIONAL INVESTORS FORUM ..... Petitioner versus GOLDEN FORESTS INDIA LTD. ..... Respondent Through: Sh. Ashok Kumar Singh, Sh.

Naresh Kumar Gaur, Sh. Shantwanu Singh and Sh. H.C. Sharma, Advocates.

Sh. Harpavan Kumar Arora, Sh. Prashant Chauhan and Sh. Saurabh. S. Sinha, Advocates.

CORAM:

HON'BLE MR. JUSTICE S. RAVINDRA BHAT HON'BLE MR. JUSTICE NAJMI WAZIRI

MR. JUSTICE S.RAVINDRA BHAT (OPEN COURT)

%

C.M. APPL. 4306/2010, 5546/2010 & 5547/2010

1. The present applicant, M/s. BCC Builders Private Limited seeks directions for setting-aside the order of the Committee dated 20.01.2010, appointed by the Supreme Court in respect of M/s. Golden Forests India Limited (GFIL). The Committee had rejected the appeal of M/s. BCC Builders Private Limited, and the applicant in the other proceeding, i.e. C.M. Appl. 5546/2010 - Sh. S.P. Singh,

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 1 claiming to be bonafide purchasers of properties of M/s. Golden Projects Limited. The said applicants claim that they secured clear titles through transfer/sale deed executed in their favour some time in 2004.

2. It is argued that the orders of the Supreme Court in respect of GFIL and its group companies - whereby a previous order of the Bombay High Court, made in 1998 had been extended to injunct the officers, directors and other representatives of the GFIL group of companies from alienating or transferring the properties of the said Group, did not extend to Golden Projects Limited. It is, therefore, urged in support of these applications by the said alleged purchasers that they have valid title. Learned counsel sought to rely upon the pleadings as well as the orders of the Punjab and Haryana High Court in C.P. 115/2002 (in C.M. 430/2010) dated 15.12.2010. It is also submitted that this order was subsequently confirmed by the Division Bench on 14.02.2011 and that the Supreme Court did not interfere with those orders. Learned counsel urged that the Committee which has sought to deal with the said properties which were the subject matter of the sale or transfer in their favour did not have authority and could have applied for authorization of transactions, if at all, to the Punjab and Haryana High Court.

3. Learned counsel relies upon the orders of the Supreme Court dated 30.11.2006, made in I.A. 52 in Transfer Case (Civil) No.2 of 2004 in the proceedings pending before it as well as in the subsequent application, I.A. 56 as well as an order of the said Court dated 08.02.2007. It was submitted that all those proceedings, i.e. I.A.s 52,

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 2 56 and 57 pertained to sale notices issued in respect of the M/s. Golden Projects Limited; the precise contention made was that the company was not part of the M/s. Golden Forest India Limited Group. It was emphasized that the Punjab and Haryana High Court's orders relied upon by the present applicants is bereft of any advertence to the said three orders of the Supreme Court dated 30.11.2006, 04.01.2007 and 08.02.2007.

4. This Court has considered the submissions carefully. In I.A. No. 52/2006 filed before the Supreme Court, following averments were made in para no.3:

"3. That the applicant makes the following submissions in compliance with the above order:-

(i) That the names of companies as per SI. No.91-110 of the list attached with the interim application filed on 5.09.2006 are as under:-

B GOLDEN PROJECTS LTD. AND ITS ASSOCIATE COMPANIES

91. Damos Investments

92. Esa Hotels Pvt. Ltd.

93. ISIR Construction Pvt. Ltd.

94. Ira Marketing Pvt. Ltd.

       C             GOLDEN        TOURISTS       RESORTS   AND
                     DEVELOPERS LTD.
       D             OTHER COMPANIES
       95.           Himachal Country Resort Ltd.
       96.           Super Bricks Pvt. Ltd.

97. Golden Roayl Home Financial Corp. Ltd.

98. Golden Health Care Ltd.

99. Golden Datamation Ltd.

100. Thy Golden Power (I) Ltd.

101. Thry Golden Globe Net (P) Ltd.

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 3

102. Golden Infrastructure Pvt. Ltd.

103. Inodaya Holding Pvt. Ltd.

104. Golden Scientific & Technical E SOCIETIES AND TRUST

105. Thy Golden Scientific & Education Society, Haryana

106. Golden Educational Society, Panchkula

107. Thy Golden Scientific & Technical Education Society, Punjab

108. Golden Educational Promotion Society

109. Thy Golden Royal Management Education Research Society

110. India Overseas Peace Foundation

The above mentioned companies are totally independent having their own projects, assets, and liabilities and is nothing to do with the operations of companies belonging to M/s. Golden Forests (I) Ltd.

It is further clarified that no amount of Golden Forests (I) Ltd. stands invested in these companies, on the other hand, it is otherwise, that these companies have to recover some amounts from Golden Forests (I) Ltd. Therefore, under the facts and circumstances, these companies cannot be taken as the properties belonging to GFIL and have independent identity."

5. In para 2 of the same application, a previous order was extracted, containing reference to statement made by learned counsel as to whether certain properties of other companies mentioned at Sl. Nos. 91 to 110 could be treated as those belonging to Golden Forest India Ltd. The order on this application, I.A. 52 dated 30.11.2006 of the Supreme Court, reads as follows:

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 4 "I.A. No.52 is dismissed as withdrawn. Heard. I.A. No.53 is dismissed. The Committee is at liberty to proceed with the auction.

I.A. No.54 (for permission to file additional documents) also stands dismissed."

6. In I.A. 56 in which the applicant has produced, as part of these proceedings, averments identical to para 3 in I.A. 52 was made in para 4; in para 5, it was asserted that:

"5. That the above mentioned companies are totally independent having their own objects, assets, liabilities and have nothing to do with the operations of companies belonging to M/s. Golden Forests (I) Ltd."

7. This application was dismissed on 04.01.2007 in the following terms:

"I.A. No.56.

Heard.

The Interlocutory application No.56 is dismissed. However, the applicant would be at liberty to approach the Committee for working out the settlement. If the Committee is prepared to settle, then it may submit a report to this Court."

7. After the dismissal of the above applications, yet another application, I.A. No.57 appears to have been filed, this time seeking recall of the Committee's sale notice dated 14.10.2006

- apparently reiterating the same grounds. The entire order of the Supreme Court, dealing with I.A. Nos. 55 and 57, made on 08.02.2007 reads as follows:

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 5 "I.A. No.55

Applicant addressed a letter to the Committee on 27 th October, 2006 which has been rejected by the Committee by its order dated 31st October, 2006 (Annexure A-5 to the application) without affording an opportunity of hearing to the applicant. We direct the Committee to afford an opportunity of hearing to the applicant and pass appropriate orders in accordance with law. Applicant is also directed to furnish all accounts duly audited showing deposits, incurred liability and other expenses to the Committee.

I.A. No.55 is disposed of accordingly.

A prayer for settlement was moved by the applicant in I.A. No.56 which was heard by this Court on 4th January 2007. I.A. No. 56 was dismissed.

However, the applicant was put at liberty to approach the Committee for working out the settlement with the rider that if the Committee is prepared to settle, then it may submit a report to this Court."

The present I.A. No.57 has been filed for the following directions:

I. direct the Committee to recall the Sale Notice dated 14.10.2006 and also the consequent action taken thereon so that the applicant's proposal for settlement may not be adversely affected, and II. any other relief which this Hon'ble Court deem fit and proper in the circumstances may also be given.

In so far as the prayer to recall the Sale Notice dated 14.10.2006 is concerned, the same is rejected.

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 6 Applicant's proposal for settlement, which had been rejected by this Court on 4th January, 2007, has been rejected by the Committee by its order dated 19th January, 2007. We have gone through the same and do not find any infirmity therein.

I.A. No.57 is rejected."

8. It is apparent from the above extracts and the narrative that repeated efforts made by different individuals, claiming that Golden Projects Limited was not part of GFIL group of companies and, therefore, its properties could not be sold by the Committee, were considered and rejected by the Supreme Court. In fact I.A. 52 was filed on behalf of R.K. Syal, MD of Golden Forests by the counsel who appears today and who has filed I.A. 4306/2010, Sh. Ashok Kumar Singh. There is an advertence of I.A. No. 52 in page 61 of the present application in an Annexure, i.e. copy of I.A. 56. Significantly, however, the order made in I.A. 52 whereby Sh. Ashok Kumar Singh withdrew the application preferred on behalf of MD of GFIL has not been disclosed. To compound this, Sh. Ashok Kumar Singh has now sought to address arguments- this time on behalf of alleged purchasers, claiming that they were bonafide purchasers/transferees. This conduct of the applicant as well as the learned counsel deserves to be deprecated and the Court does so in strong terms. So far as the reliance on orders of the Punjab and Haryana High Court is concerned, it is apparent from a reading of the Single Judge and Division Bench's orders that notice was not drawn to the orders of the Supreme Court in I.A. Nos. 52, 56 and 57. We have no manner of

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 7 doubt that had such been the case, the nature of the order could well have been different. We are not required to say anything further.

9. In view of the above discussion, we are satisfied that there is no merit in the applications; they are accordingly dismissed with costs quantified at Rs.1 lakh for each of the applications, i.e. C.M. Appl. 4306/2010 and 5546/2010 to be paid to the Committee within four weeks.

C.M. Appl. 4306/2010, 5546/2010 and 5547/2010 are dismissed. Order dasti.

S. RAVINDRA BHAT (JUDGE)

NAJMI WAZIRI (JUDGE) JULY 25, 2013 'ajk'

W.P.(C)1399/2010 & W.P.(C)1400/2010 Page 8