Kerala High Court
Dr.T.T.Cherian vs Pen Properties & Builders (P)Ltd. (In ... on 15 January, 2025
Co.Appl. No.311/2010 1/6
IN THE HIGH COURT OF KERALA AT ERNAKULAM
(Original Jurisdiction)
In the matter of the Companies Act, 1956
and
In the matter of Pen Properties and Builders (P) Ltd. (In Liquidation)
Co. Appl. No.311/2010 in Co.Pet. No.21/2009
Before
The Honourable Mr.Justice HARISANKAR V. MENON
th
Wednesday, the 15 day of January 2025 / 25th Pousha, 1946
APPLICANTS:
1. DR.T.T.CHERIAN, 'DROSERA', PERUMPUZHA P.O., KOLLAM, PIN - 691 504.
2. PEN AIRPORT VILLAGE INVESTORS ASSOCIATION, PUTHENVEETTIL HOUSE,
CHALANCERRY ROAD, THEVARA P.O., ERNAKULAM.
RESPONDENTS:
1. PEN PROPERTIES & BUILDERS (P)LTD (IN LIQUIDATION), REPRESENTED
BY LIQUIDATORS, XVIII/51, HILL ROAD, ARACKAL, ALUVA.
2. POLY K AYYAMPILLY, 55(8/479), AYYAMPILLY HOUSE, 9, RAIL ROAD,
ALUVA, ERNAKULAM, PIN - 683 586.
3. SHIBI POLY, 247/3, AYYAMPILLI HOUSE, THURAVOOR P.O., ANGAMALY,
ERNAKULAM, PIN - 683 586.
4. T.P.CHACKOCHAN, 1/72, THEKKEKARA HOUSE, MOOKKANNOOR P.O.,
ERNAKULAM, PIN - 683 507.
ADDL.R5. MANJU L. NAIR, D/O.RAMAKRISHNAN NAIR, MANGALA, POIKKATTUSSERI
KARA, CHENGAMANAD,VILLAGE.
ADDL.R5. IS SUO MOTO IMPLEADED AS PER ORDER DATED 07.01.2011 IN CA
311/2010 IN CP 21/2009.
Company Application under 456, 457, 464, 468 of the Companies Act,
1956 r/w Rule 9, of Company Court Rules, 1959 filed by the applicants
above named praying for an order:-
i. Directing the 3rd and 4th respondents to handover to the liquidators
the title deeds of the 37.5 acres of land mentioned in Annexure A1
as well as other properties owned by them.
ii. Directing the 3rd and 4th respondents to file an affidavit
Co.Appl. No.311/2010 2/6
explaining (a) the discrepancies with regard to the assets
proclaimed in Annexure A2 and the assets disclosed to the
liquidators, (b) if any transfer of property effected by the
directors or their associates on or after 01.04.2007, details of the
transfer and (c) stating whether any of them or any one known to
them, is in possession of any property including money that can be
traced to the funds collected by respondent company or its
directors.
iii. Pass any other order that may deem just and proper in the premises.
This Company Application coming on for orders on this day upon
hearing Sri.Jacob Mathew Manalil, Advocate for the applicants,Sri.Anil
Xavier (Sr), Advocate for R2 & R3, M/s.Anil D.Nair (Sr) & Nivedita
A.Kamath, Advocates for R4, Sri.V.M.Krishnakumar, Advocate for R5 and
Sri.K.Moni, Standing Counsel for the Official Liquidator, the Court
passed the following:-
Co.Appl. No.311/2010 3/6
HARISANKAR V. MENON, J.
----------------------------------
Co.Appl. No.62 of 2013 in Co.Pet. No.21 of 2009,
Co.Appl. No.464 of 2010 in Co.Pet. No.21 of 2009,
Co.Appl. No 665 of 2010 in Co.Pet. No.21 of 2009,
Co.Appl. No.211 of 2011 in Co.Pet. Nos.21 and 22 of 2009,
Co.Appl. No.636 of 2011 in Co.Pet. Nos.21 and 22 of 2009,
Co.Appl. No.158 of 2012 in Co.Pet. No.21 of 2009,
Co.Appl. No.163 of 2012 in Co.Pet. No.21 of 2009,
Co.Appl. No.428 of 2013 in Co.Pet. No.22 of 2009,
Co.Appl.No.184 of 2014 in Co.Appl.No.665 of 2010,
Co.Appl. No. 210 of 2014 in Co.Pet. No.21 of 2009,
Co.Appl.No.404 of 2014 in Co.Appl.No.210 of 2014
Co. Appl. No.311 of 2010 in Co. Pet. No.21 of 2009,
Co. Appl. No.459 of 2010 in Co. Pet. No.22 of 2009,
Co. Appl. No.155 of 2019 in Co. Pet. No.21 of 2009,
Crl. Complaint No.2 of 2011 in Co. Pet.No.21 of 2009,
M.F.C.A. No.5 of 2011 in Co. Pet. No.21 of 2009
and
Report No.52 of 2015 in Co. Pet. No. 21 of 2009
-----------------------------------
Dated this the 15th day of January, 2025
ORDER
Heard Sri.Jacob Mathew Manalil, the learned counsel for
the applicants, Sri.K.Moni, the learned Standing Counsel for
the Official Liquidator, Sri.Jimmy John, the learned counsel
appearing for the Investors Forum, Sri.Anil D. Nair and
Smt.Nivedita A. Kamath, the learned senior counsel
appearing for the Ex-directors of the Company and the 4th
respondent in C.A.No.311 of 2010.
2. Sri.Jacob Mathew Manalil essentially contends that
the members of the Association had entered into various
agreements for sale with the Proprietor of Pen Properties and
the proprietary business as above has been subsequently
Co.Appl.No.62 of 2013 in Co.Pet.No.21 of 2009
and con.cases
taken over by the Company, Pen Properties and Builders
Private Limited, which is the company under liquidation in
these cases. He would submit that substantial amounts have
been paid by the members of the Association while entering
into the agreement for sale and that in view of the part
payment on the basis of the agreement for sale, his clients
are ready and willing to satisfy the balance payments which
would be in and around Rs.2 Crores put together and upon
making such payments, the Official Liquidator may be
directed to execute the sale deeds on the basis of the
agreement for sale.
3. Sri.Moni, the learned Standing Counsel for the
Official Liquidator, on the other hand, submits that insofar as
the company is under liquidation, the properties can be sold
off as a single parcel alone and piecemeal sale to the
investors is not possible. He would submit that after effecting
sale of the entire properties as a whole, whatever possible
amounts can be distributed among the investors, including
the applicants, before this Court.
Co.Appl.No.62 of 2013 in Co.Pet.No.21 of 2009
and con.cases
Both parties seek time to circulate the judgments in
support of their respective submissions. The parties to
circulate the judgments in support of their respective
submissions by the next posting.
Post on 29.01.2025.
Sd/-
HARISANKAR V. MENON
JUDGE
ln
.01.2025
15-01-2025 /True Copy/ Assistant Registrar
APPENDIX OF CO.APPL. 311/2010
Annexure A1 TRUE COPY OF THE LIST OF PROPERTIES FURNISHED BY CO.
Annexure A2 TRUE COPY OF THE BOOKLET BROUGHT OUT BY RESPONDENTS
15-01-2025 /True Copy/ Assistant Registrar
