Madras High Court
S.Jayanthi vs The Official Liquidator on 22 January, 2025
Author: Senthilkumar Ramamoorthy
Bench: Senthilkumar Ramamoorthy
2025:MHC:199
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Order reserved on 05.06.2024
Order pronounced on 22 .01.2025
CORAM
THE HONOURABLE MR.JUSTICE SENTHILKUMAR RAMAMOORTHY
Comp.A. Nos.362 & 363 of 2022 in Comp.A.No.297 of 2021 &
Comp.A.Nos.594, 595 & 596 of 2009
in
C.P.No.57 of 1998
Comp.A.Nos.362 & 363 of 2022
1. S.Jayanthi
2. Ramesh Kumar
3. M/s.Green Harvest Company
Rep. by its Proprietor,
P.K.Ramesh Kumar,
No.10, Kumaran Road,
Thiruppur. ... Applicants
-vs-
1.The Official Liquidator,
High Court Madras.
As Provisional Liquidator of
Maxworth Orchards (India) Limited,
High court, Corporate Bhavan, 2nd Floor,
No.29, Rajaji Salai, Chennai-600 001.
(In Provisional Liquidation)
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2.Ms.Nagasaila Suresh,
Advocate, Administrator of
M/s.Maxworth Orchards (India) Ltd.
Old No.38/1, New No.14/1,
Akbarabad 2nd Street, Kodambakkam,
Chennai-600 024.
3. G.Chellaian ... Respondents
Comp.A.Nos.594, 595 & 596 of 2009
1. Maxworth Orchards (India) Limited
No.9, Mahalingam Main Road,
Mahalingapuram, Nungambakkam,
Chennai 600 034
Represented by its Administrator/Provisional
Liquidator Mr.K.Alagiriswami
2. The Official Liquidator
UTI Building, 2nd Floor, Rajaji Salai,
Chennai-1.
(2 Applicant impleaded as per order
nd
of this Court dated 16.11.2010 in Comp.A.Nos.884
to 886 of 2008 in C.P.No.57 of 1998) ... Applicants
-vs-
1 Mrs.R.Shanthi
2. Mr.S.Rajagopal
3. Mr.G.Subramanian
4. Mr.Sivakolunthu
5. Mr.M.Thangamani
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6. Mrs.Vembuli Ammal
7. Mr.Selvaraju
8.Mr.K.Ramu
9. Mr.K.Vairamani
10. Mr.K.Pethaiyan
11. Mr.K.Mathialagan
12.Mr.V.Krishnamurthy
13. Mr.P.K.Rameshkumar
14. Smt.R.Divya
15. Mr.S.Kulasekaran
16. Smt.R.Sarasu
17. Mr.P.M.Soundararajan
18. Smt.R.Jeyanthi
19. M/S. Green Harvest Company
No.10, Kumaran Road,
Tiruppur Town,
Coimbatore District,
Represented by its Managing Director,
Mr.P.K.Rameshkumar,
20. Mr.S.Marimuthu
21. Mr.A.Venkatesan
22. Mr.R.Natarajan
23.The Sub-Registrar,
Sub-Registrar Office,
Gandharvakottai.
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24. The Thasilthar
Kulathur Taluk, Kiranur
Pudukottai District.
25.The Superintendent of Police
Pudukottai, Pudukottai District. .. Respondents
Prayer in Comp.A.Nos.362 & 363 of 2022: These applications are filed
under Order XIV rule 8 of O.S. rules read with Rules 9 and 11(b) of the
Companies (Court) Rules, 1959 and Order XXXIX Rule 1 & 2 of CPC
praying that the court may be pleased to (a) grant an interim injunction
forbearing the 3rd Respondent, his men, agents, servants or anyone
claiming under them from interfering with the peaceful possession of
the Applicants or in any way alienating or encumbering the Schedule
mentioned properties pending disposal of this application and (b) recall
the order of this Court dated 10.01.2022 declaring the 3rd respondent as
the successful bidder in respect of the properties mentioned in the
schedule to the Judge's summons to this application and the order
dated 07.04.2022 confirming the sale of properties mentioned in
schedule to the Judge's summons in favour of the 3 rd Respondent and
consequently set aside the sale.
Prayer in Comp.A.Nos.594 to 596 of 2009: These Applications are filed
under Order XIV rule 8 of O.S. rules read with Sections 446(2), 450, 456
& 457 of Company's Act & Section 9, 11(b) & 19 of the Companies
(Court) Rules, 1959 praying that (A) to set aside the Sale Deeds bearing
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Nos.1054/2002 dated 9/7/2002, 1378/2002 dated 26/5/2002,
1764/2005 dated 21/7/2005, 2342/2005 dated 27/9/2005, 1342/2000
dated 24/10/2000, 1343/2000 dated 24/10/2000, 309/2001 dated
20/3/2001, 310/2001 dated 20/3/2001 registered in the Office of the
Respondent R23 and consequently declare that the conveyance of the
properties under the said Sale Deeds do not convey any right, title or
interest in the schedule property (Schedule 1) in favour of the
Respondents R1 to R22 and consequently grant order of permanent
injunction restraining the Respondents R1 to R22, their men, agent or
servants or any one claiming through them from any way interfering
with the possession of the Applicant Company over the Scheduled
Property (Schedule No.1); (B) to grant an interim order of injunction
restraining the Respondents R1 to R22, their men, agent or servants or
any one claiming through them from any way alienating by Sale,
Mortgage, Lease or otherwise over the property covered under
Schedule 1 and consequently granting an injunction restraining the
Respondent R23 from registering any further sale, mortgage or lease on
the property covered under Schedule 1 and direct the Respondent
No.24 not to issue any patta in the Survey Nos. covered in the Schedule
of Property 1 and grant an interim order of injunction restraining the
Respondents, R1 to R22, their men, agent or servants or any one
claiming through them from any way interfering with lawful
possession of scheduled property covered under Schedule 1 of the
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Applicant Company; and (C) to Direct the Respondent No.R25 to give
protection to the caretaker and to the landed property acquired by the
Applicant Company and receive any complaint lodged by the care
taker, file FIR and take suitable action against the culprits.
For Applicants : Mrs.A.L.Ganthimathi, Senior Counsel
for M/s.AR.Karthik Lakshmanan
Applicants in Comp.A.Nos.362&363
of 2022 & Respondents in Comp.
A.Nos.594 to 596 of 2009
For Respondents : Mr. H.Karthik Seshadri
Assisted by Ms.Nagasaila Suresh,
Administrator &
Ms.Ambili, B,
Deputy Official Liquidator
Respondents in Comp. A.Nos. 362
& 363 of 2022 and Applicants in
Comp.A.Nos.594 to 596 of 2009
Mr.J.Nithyanandan for R3 in
Comp.A.Nos.362 & 363 of 2022
Mr.C.Selvaraj, AGP
for R23 to R25 in Comp.A.Nos.594 to
596 of 2009
ORDER
Background
The Company in provisional liquidation [the Company] had
obtained powers of attorney in favour of its ex-employees,
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A.Venkatesan and R.Natarajan, in relation to the acquisition of lands in
the Minnathur Village. According to the Company, these powers of
attorney were executed in favour of its ex-employees upon receipt of
the entire sale consideration by the respective land owners. After the
Company ran into financial trouble, it is stated that fraudulent
transactions were undertaken both by the original land owners and by
the ex-employees/agents of the Company.
2. Upon obtaining details in respect thereof from the caretaker, the
Company filed Comp.A.Nos.594 to 596 of 2009 to set aside the sale
deeds mentioned in the Judge's summons of Comp.A.No.594 of 2009,
declare that respondents 1-22 therein do not have right, title or interest
in the properties described in the schedule and restrain respondent 1 to
22 therein from interfering with the Company's possession; to restrain
respondents 23 and 24 from registering conveyances or issuing pattas,
respectively; and for a direction to respondent 25 to provide protection
to the caretaker, receive complaints lodged by him, file FIRs and take
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suitable action. In these applications, notice was initially served on all
respondents, except respondents 11, 12, 14, 19 and 21. As regards these
respondents, substituted service was effected by publication in the
English daily, New Indian Express, and the Tamil daily, Tamil Murasu,
issues dated 26.12.2013, pursuant to order dated 08.10.2013.
3. While the said applications were pending, the Company filed
C.A.No.297 of 2021 for the sale of the properties described in the
Judge's summons thereto, including an aggregate extent of 57.83 acres
of the Maxworth-Tanjore (Tamarind II) Project consisting of 24.10 acres
at Minnathur Village and 33.73 acres at Vellakalpatti/ Themmavur
Circle in Kulathur Taluk, Pudhukkottai District. The third respondent
in Comp. A.Nos.362 & 363 of 2022 was declared as the highest bidder
by order dated 10.01.2022. Upon receipt of the total sale consideration
of Rs.1,75,00,000/- from him, the sale was confirmed in his favour by
order dated 07.04.2022 and the Official Liquidator was directed to
execute a sale certificate in his favour. Thereafter, the Official
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Liquidator executed a sale certificate dated 27.05.2022 in favour of the
third respondent and the sale certificate was registered as document
No.2446 of 2022 on the file Sub Registrar Office, Perungalur.
Subsequently, the revenue records were mutated in the name of the
auction purchaser by issuing patta Nos.2917, 3273 and 3269.
4. C.A.No.363 of 2022 was filed thereafter by three rival claimants
seeking to recall order dated 10.01.2022 declaring the third respondent
as the successful bidder in respect of the properties mentioned in the
schedule to the Judge's summons and later order dated 07.04.2022
confirming the sale of the property mentioned in the schedule to the
Judge's summons in favour of the third respondent. Pending disposal of
such application, in C.A.No.362 of 2022, the applicants also sought an
interim injunction to restrain the third respondent from interfering with
the peaceful possession of the applicants or in any way alienating or
encumbering the schedule mentioned property. By order dated
23.09.2022 in C.A.No.362 of 2022, the auction purchaser/third
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respondent was restrained from alienating or encumbering the
property.
Counsel and their contentions
5. Oral arguments on behalf of the rival claimants/applicants in
Comp.A.Nos.362-363 of 2022 were made by Mrs.AL.Ganthimathi,
learned senior counsel, assisted by Mr.AR.Karthik Lakshmanan.
Written arguments were also filed on behalf of the said parties. Oral
arguments on behalf of the Company were advanced by Mr.H.Karthik
Seshadri, learned counsel, assisted by Mrs.D.Nagasaila, learned
Administrator. Submissions on behalf of the auction purchaser/third
respondent in Comp.A.Nos.362-363 of 2022 were advanced by
Mr.J.Nithiyanandan.
6. Learned senior counsel for the applicants in Comp.A.Nos.362-
363 of 2022 submitted that the first applicant, Ms.R.Jayanthi, purchased
an aggregate extent of 33.37 acres in S.Nos.773/1(2.20 acres), 773/2(3.82
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acres), 773/3(2.24 acres), 774/1(1.35 acres), 774/3(2.32 acres),
776/1(7.75 acres), 777/5(3.14 acres), 778/2(6.55 acres), 780/7(2 acres)
and 780/8(2 acres) under Document No.1054 of 2002, which was
executed by Mrs.R.Shanthi. The third applicant, Green Harvest
Company, purchased an aggregate extent of 6.87 acres in
S.Nos.753/1(0.28 acres), 753/2(0.27 acres), 751/2(0.56 acres), 752/1B
(1.08 acres), 752/2B(1.29 acres), 752/2C(0.25 acres), 752/3B(0.50 acres)
and 780/12(2.64 acres) under Document No.1378 of 2002, which was
executed by Mr.Durai Arasu, Laxmanan and Sarasu Ammal through
their power of attorney, B.Soundararajan. The second applicant,
P.K.Ramesh Kumar, purchased an aggregate extent of 6.55 acres in
Survey No.778/2 under Document No.1764 of 2005 from K.Divya
through her power of attorney, S.Kulasekaran.
7. Her next contention was that the applicants should have been
put on notice regarding the auction sale in view of the applicants being
owners of the property under registered sale deeds. As regards the
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receipts, she contended that they were not issued by the landowners;
are unregistered; and do not contain the survey numbers. She asserted
that the applicants are in physical possession of the property and that
the Company cannot claim title on the basis of powers of attorney and
receipts.
8. In response to these contentions, Mr.Karthik Seshadri opened
his submissions by pointing out that the challenge is limited to an
extent of 21.10 acres forming part of the sale certificate in favour of the
third respondent. He pointed out that the third respondent purchased
an aggregate extent of 57.83 acres.
9. Mr.Karthik Seshadri referred to General Power of Attorney
(GPA) Document No.898/1995, which was executed by land owners,
V.Muthu Konar and M. Thangamani, in favour of A.Venkatesan in
respect of Survey No.773/2, 774/1 and 774/3. He pointed out that the
parent documents bearing Document Nos. 56 & 57 of 1964 and 158 of
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1972, which were executed in favour of Muthu Konar, are in the
custody of the Company. He also pointed out that the certificate issued
by the VAO in respect of S.Nos.773/2 and 774/3 as well as the chitta
are available. He next referred to GPA Document No.1246/1995, which
was executed by the land owner, G.Subramanian, in favour of
R.Natarajan in respect of S.No.773/1 and 773/3. Upon payment of full
consideration, he pointed out that the land owner issued a receipt on
29.09.1995 to R.Natarajan. He referred to the patta in respect of these
survey numbers, including the patta transfer receipt.
10. He next referred to GPA Document No.954/1995, which was
executed by the land owners, R.Sarasu Ammal and K.Rethinasamy, in
favour of A.Venkatesan, an ex-employee of the Company in respect of
S.No.780/12. He pointed out that a receipt was issued by these land
owners on 21.08.1995 after receipt of the entire sale consideration. The
last GPA referred to by him was Document No.170/1995, which was
executed by K.Mani Vallatharasu, K. Ramu Vallatharasu, K.Murugesan
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and P. Ponramu in favour of A.Venkatesan in respect of S.No.778/2. He
also pointed out that these persons issued a receipt to A.Venkatesan on
07.08.1995 upon receipt of the sale consideration.
11. As regards the assertion of title by the applicants, Mr.Karthik
Seshadri pointed out that the applicants failed to produce the
antecedent documents referred to in sale deeds relied on by them. For
instance, he contended that Document No.1054/2002, which was
executed by R.Shanthi in favour of R.Jayanthi/ first applicant in
Comp.A.Nos.362-363 of 2022 refers to about 8 registered documents.
The sale deed contains no details of these documents and the applicants
failed to produce the same. Likewise, he pointed out that Document
No.1378/2002 records that it was executed in favour of the third
applicant/Green Harvest Company by P.M. Soundararajan acting as
agent of Durairaj, Lakshmanan and R.Sarasu under power of attorney
document Nos.33 and 34/2002. He further submitted that the sale deed
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does not refer to any antecedent documents and that these powers of
attorney were not placed on record.
12. Similarly, he submitted that sale deed bearing Document
No.1764/2005 in favour of P.K.Ramesh Kumar records that it is being
executed by S.Kulasekaran as agent of K.Divya. It also records that
K.Divya purchased the property under sale deed bearing Document
No. 321/2000 and refers to a power of attorney executed and registered
by K.Divya in favour of S.Kulasekaran. In view of the failure to
produce these documents, he contended that the second applicant has
also failed to establish title. He concluded his submissions by pointing
out that an application was filed by the same applicants at the pre-
auction stage and that such application was not prosecuted to its logical
conclusion.
13. Mr.Nithiyanandan, learned counsel for the third
respondent/auction purchaser, filed a memo dated 12.06.2024. He
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pointed out that the entire sale consideration of Rs.1,75,00,000/- was
paid by the auction purchaser in March 2022. In spite of such payment,
he submitted that the auction purchaser was unable to obtain physical
possession of the property and that he has been unable to exploit the
property in view of the interim order dated 23.09.2022 restraining
alienation and encumbrance. Therefore, he requested that the
applications of the rival claimants be dismissed and the Official
Liquidator be directed to hand over possession of the total extent of
57.83 acres by further directing the jurisdictional revenue and police
officials to provide assistance.
14. By way of rejoinder, learned senior counsel for the applicants
in Comp. A.Nos.362-363 of 2022 contended that antecedent documents
in respect of all three sale deeds (Document Nos. 1054/2002, 1378/2002
and 1764/2005 had been placed on record in the additional typed set.
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Discussion, analysis and conclusions
15. The applicants in Comp.A.Nos.362 and 363 of 2022 were
arrayed as respondents 13, 18 and 19 in Comp.A.Nos.594 to 596 of 2009.
The ex-employees of the Company, A.Venkatesan and R.Natarajan,
were arrayed as respondents 21 and 22, respectively. In spite of service
of notice on them, they opted to not contest Comp.A.Nos.594-596 of
2009. In Comp.A.No.594 of 2009, the Company seeks to set aside sale
deeds/settlement deeds bearing Document No.1054/2002 dated
09.07.2002; Document No.1378/2002 dated 26.08.2002; Document
No.1764/2005 dated 21.07.2005; Document No.2342/2005 dated
27.09.2005; Document No.1342/2000 dated 24.10.2000; Document
No.1343/2000 dated 24.10.2000; Document No.309/2001 dated
20.03.2001; and Document No.310/2001 dated 20.03.2001.
16. All three applicants in Comp.A.No.362-363 of 2022 received
notice in the earlier applications and even entered appearance. These
applicants rely on sale deeds bearing Document Nos.1054/2002,
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1378/2002 and 1764/2005, which were impugned in Comp.A.No.564 of
2009. The vendor under Document No.1054/2002, R.Shanthi, was
arrayed as respondent 1 therein. Document No.1054/2002 records that
the vendor traces title through several antecedent documents, including
Document Nos. 1342/2000, 1343/2000, 309/2001 and 310/2001, which
were also impugned in Comp.A.No.594 of 2009. The agent through
whom Document No.1378/2002 was executed by the vendors, P.M.
Soundarajan, was arrayed as respondent 17 and one of the
vendors/principals, R.Sarasu, was arrayed as respondent 16 therein.
With regard to Document No.1764/2005, the agent of the vendor,
S.Kulasekaran, was arrayed as respondent 15 and the vendor/principal,
R.Divya as respondent 14 therein. As is evident from the above
narration, each sale deed was executed long after the commencement of
winding up on or about 24.02.1998. Consequently, the dispositions in
favour of these three applicants would be void if the evidence leads to
the conclusion that the assets belonged to the Company.
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17. As proof of acquisition of these immovable properties by the
Company, the Company relied upon powers of attorney executed in
favour of its former employees by the respective land owners. GPA
bearing Document Nos.898/1995, 1246/1995, 954/1995 and 170/1995
have been placed on record, and it is asserted that the originals are in
the custody of the Company. It, therefore, becomes necessary to
examine material documents pertaining to each power of attorney
before drawing conclusions with regard to the Company's claim over
properties covered by the respective power of attorney.
18. GPA Document No.898 of 1995 dated 14.08.1995 pertains to
S.Nos.773/2, 774/1 and 774/3. The power of attorney has been
executed by Muthan Konar and Thangamani in favour of
A.Venkatesan. The power of attorney refers to three antecedent
documents, namely, Document Nos.56/1964, 57/1964 and 158/1972.
All three parent documents have been placed on record by the
Company and it is asserted that the originals are in the custody of the
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Company. In the additional typed set filed by learned Administrator, a
receipt dated 14.08.1995 issued by Muthan Konar and Thangamani is
included at page 3 thereof. The receipt bears the thumb impression of
the said persons and records that Muthan Konar purchased extents of
3.82 acres, 1.35 acres and 2.32 acres, respectively, in Survey Nos. 773/2,
774/1 and 774/3, respectively. It further records that sale consideration
of Rs.8500 per acre was received in cash; the vendors and their heirs
have no further claim in relation to the property; and that a power of
attorney was executed in favour of A.Venkatesan. The chitta in respect
of Survey Nos.773/2 and 774/3 reflects the name of Muthan Konar.
19. GPA Document No.1246/1995 dated 29.09.1995 was executed
by G.Subramanian in favour of R.Natarajan in respect of Survey
Nos.773/1 and 773/3. A receipt dated 29.09.1995 acknowledging
payment of consideration of Rs.37,655/- in cash by Venkatesan to
G.Subramanian has been placed on record in the typed set of learned
Administrator at pages 22-23 thereof. This receipt, which bears the
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signature of G.Subramanian, refers to an extent of 2.20 acres in
S.No.773/1 and 2.23 acres in S.No.773/3. It is further recorded in the
receipt that a power of attorney has been executed in favour of
R.Natarajan and that the vendor and his heirs would have no right or
title in the property and that the power of attorney may be used to
assert ownership over and enjoy the property.
20. GPA Document No.954/95 dated 21.08.1995 has been
executed by R.Sarasu Ammal and K.Rethinasamy in favour of
A.Venkatesan in respect of S.No.780/12. The corresponding receipt
issued in August 1995 is also on record at page 36 of the typed set of
learned Administrator. On perusal thereof, it appears that the receipt
bears the signatures of Sarasu Ammal and K. Rethinasamy and
acknowledges receipt of the total consideration of Rs.22,440/- in cash
for the land in S.No.780/12 ad measuring 2.64 acres. The survey
number and extent tallies with the description in the power of attorney.
It is further recorded in the receipt that a power of attorney has been
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executed in favour of A. Venkatesan and that the vendor and his heirs
would have no right or title in the property and that the power of
attorney may be used to assert ownership over and enjoy the property.
The pattas in favour of Sarasu Ammal and Rethinasamy have also been
placed on record.
21. GPA Document No.170/1995 dated 07.08.1995 has been
executed by K.Mani Vallatharasu, K.Ramu Vallatharasu, K.Murugesan
and V.Ponram in favour of A.Venkatesan in respect of S.No.778/2. The
corresponding receipt dated 07.08.1995 is also on record at page 55 of
the typed set of learned Administrator. The said receipt has been signed
by K.Mani, K. Ramu, K. Murugesan and Ponram and acknowledges
receipt of the total sale consideration of Rs.55,590/-. It refers to
S.No.778/2 of an extent of 6.54 acres, which tallies with the survey
number and extent contained in the schedule to the GPA.
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22. The Company has also placed on record employment details
of A.Venkatesan and.R.Natarajan. Such employment details are in the
form of the employment application form, joining report, confirmation
of service, etc.
23. On closely examining the above documents, it is clear that
powers of attorney were executed in favour of two former employees of
the Company by the respective land owners after receiving the total
consideration pertaining to the relevant survey numbers. The
contention that the receipts are unregistered does not advance the cause
of the applicants because registration of receipts is not mandatory
under the law. These powers of attorney were executed between
07.08.1995 and 29.09.1995, which is subsequent to the agents being
recruited as employees by the Company as per the employment records
referred to in the preceding paragraph.
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24. Although each receipt was issued to the ex-employee on
receipt of consideration, the company asserts that the consideration was
paid by it and not by the ex-employee. By taking into account the
following: there is credible evidence that they were employees during
the relevant period; all the original powers of attorney and receipts are
in the custody of the company; and these ex-employees did not contest
the applications on receipt of notice, I conclude that the Company's
assertions are liable to be accepted. The contention of the rival
claimants that title cannot be claimed on the basis of powers of attorney
is considered next.
25. The rival claimants relied on Delhi Development Authority v.
Gaurav Kukreja (2024) 14 SCC 254 (Gaurav Kukreja) to contend that the
Company cannot claim title on the basis of powers of attorney. Gaurav
Kukreja affirmed the law laid down in Suraj Lamp & Industries (P) Ltd. v.
State of Haryana, (2009) 7 SCC 363 (Suraj Lamp I) and Suraj Lamp &
Industries (P) Ltd. v. State of Haryana, (2012) 1 SCC 656 (Suraj Lamp II). In
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Suraj Lamp II, after recording that a conveyance should be by a
registered sale deed, the Hon'ble Supreme Court carved out an
exception for the use of powers of attorney in certain circumstances,
including by the execution thereof in favour of a developer. Paragraphs
26 and 27 of the judgment are as under:
“26. We have merely drawn attention to and reiterated
the well-settled legal position that SA/GPA/will
transactions are not "transfers" or "sales" and that
such transactions cannot be treated as completed
transfers or conveyances. They can continue to be
treated as existing agreements of sale. Nothing prevents
the affected parties from getting registered deeds of
conveyance to complete their title. The said
"SA/GPA/will transactions" may also be used to obtain
specific performance or to defend possession under
Section 53-A of the TP Act. If they are entered before
this day, they may be relied upon to apply for
regularisation of allotments/leases by development
authorities. We make it clear that if the documents
relating to "SA/GPA/will transactions have been
accepted/acted upon by DDA or other developmental
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authorities or by the municipal or Revenue Authorities
to effect mutation, they need not be disturbed, merely on
account of this decision.
27. We make it clear that our observations are not
intended to in any way affect the validity of sale
agreements and powers of attorney executed in genuine
transactions. For example, a person may give a power of
attorney to his spouse, son, daughter, brother, sister or a
relative to manage his affairs or to execute a deed of
conveyance. A person may enter into a development
agreement with a land developer or builder for
developing the land either by forming plots or by
constructing apartment buildings and in that behalf
execute an agreement of sale and grant a power of
attorney empowering the developers to execute
agreement of sale or conveyances in regard to
individual plots of land or undivided shares in the land
relating to apartments in favour of prospective
purchasers. In several States, the execution of such
development agreements and powers of attorney are
already regulated by law and subjected to specific stamp
duty. Our observations regarding “SA/GPA/will
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transactions” are not intended to apply to such bona
fide/genuine transactions.”
26. Upon taking stock of the evidence placed on record in these
applications, I conclude that the claim of the Company is squarely
covered by the exception carved out in Suraj Lamp II. Consequently,
Gaurav Kukreja does not advance the cause of the rival claimants.
27. The rival claims of the three applicants in Comp.A.Nos.362
and 363 of 2022 are founded on sale deeds dated 05.07.2002 (Document
No.1054/2002), 22.08.2002 (Document No.1378/2002) and 19.07.2005
(Document No.1764/2005). Therefore, close scrutiny of these
documents is warranted before reaching conclusions.
28. Document No.1054/2002 pertains to an aggregate extent of
33.37 acres in 10 survey numbers. Out of these, 4 survey numbers, i.e.
Survey Nos. 776/1(7.75 acres), 777/5(3.14 acres), 780/7(2 acres) and
780/8(2 acres) do not fall within the scope of these applications. When
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compared with the survey numbers and extents conveyed to the
auction purchaser, it is evident that the challenge is confined to 6
survey numbers, namely, Survey Nos. 773/1 (2.20 acres), 773/3
(2.24/2.23 acres), 773/2 (3.82 acres), 774/3 (2.32 acres), 774/1 (1.35
acres) and 778/2 (6.55/6.54 acres). As discussed earlier, Survey Nos.
773/1 and 773/3 form the subject of GPA Document No.1246/1995 and
a receipt evidencing payment of total sale consideration is on record.
Such receipt also refers to the execution of a power of attorney in favour
of R. Natarajan. Similarly, Survey Nos. 773/2, 774/1 and 774/3 form
the subject of GPA Document No.898/1995 and a receipt evidencing
payment of total sale consideration is on record. Such receipt also refers
to the execution of a power of attorney in favour of A.Venkatesan.
Survey No.778/2 forms the subject of GPA Document No.170/1995 and
a receipt evidencing payment of total sale consideration is on record.
Such receipt also refers to the execution of a power of attorney in favour
of A.Venkatesan. With regard to these 6 survey numbers, the Company
has placed on record sufficient evidence of ownership.
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29. Document No.1378/2002 pertains to an aggregate extent of
6.87 acres in 8 survey numbers. Out of these survey numbers, only one
survey number, namely, Survey No.780/12 falls within the scope of
these applications. Survey No.780/12 forms the subject of GPA
Document No.954/1995, and a receipt evidencing payment of total sale
consideration is on record. Such receipt also refers to the execution of a
power of attorney in favour of A.Venkatesan. With regard to this
survey number, the Company has placed on record sufficient evidence
of ownership.
30. Document No.1764/2005 pertains to an extent of 6.54 acres in
Survey No.778/2. Survey No.778/2 forms the subject of GPA
Document No.170/1995, and a receipt evidencing payment of total sale
consideration is on record. Such receipt also refers to the execution of a
power of attorney in favour of A.Venkatesan. With regard to this
survey number, the Company has placed on record sufficient evidence
of ownership. Curiously, the rival claimants claim title to Survey
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No.778/2 both under Document Nos. 1054/2002 and 1764/2005
although such documents favour the first and third applicants,
respectively. The consequence of disposition of the Company's property
after the commencement of winding-up falls for consideration next.
31. As per sub-section (2) of Section 536 of the Companies Act,
1956, any disposition of the property of the Company after the
commencement of winding up is void unless validated by this Court.
Such validation is warranted only if the disposition is in the interest of
the Company. As regards all three sale deeds relied on by the
applicants, insofar as lands of the Company are concerned, the
dispositions were inimical to the interest of the Company inasmuch as
they were adverse to the title set up by the Company. This applies
equally to the antecedent title documents referred to in Document
No.1054/2002, i.e. Document Nos.1342/2002, 1343/2000, 309/2001 and
310/2001. Although a challenge is made to Document No.2342/2005 in
favour of S.Marimuthu and pertaining to Survey No.770 of an extent of
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1.50 acres, in the absence of relevant documents, it is not possible to
adjudicate such challenge. With regard to survey numbers over which
the Company does not assert a claim, without expressing any opinion
on the merits of the title claim of the applicants in Comp.A. Nos.362
and 363 of 2022, it will be open to these applicants to seek execution of
fresh sale deeds covering only such survey numbers and extents.
32. In the result, these applications are disposed of as follows:
(i) Sale/conveyance deeds bearing Document No.1054/2002
dated 09.07.2002; Document No.1378/2002 dated 26.08.2002; Document
No.1764/2005 dated 21.07.2005; Document No.1342/2000 dated
24.10.2000; Document No.1343/2000 dated 24.10.2000; Document
No.309/2001 dated 20.03.2001; and Document No.310/2001 dated
20.03.2001 are declared void. Without making any observations on the
merits of claims, if any, by the applicants in Comp.A. Nos.362-363 of
2022, it is open to these applicants to make claims against their
respective vendors.
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(ii) As a corollary, the mutation of revenue records on such basis
is also void.
(iii) Notwithstanding the conclusion that Document Nos. 1054/
2002 and 1378/2002 are void, it is clarified that no opinion is expressed
herein on the claim of the applicants in Comp.A.Nos.362-363 of 2022
over lands in Survey Nos. 776/1, 777/5, 780/7, 780/8, 753/1,
753/2,751/2, 752/1B, 752/2B, 752/2C and 752/3B. This order will not
also stand in the way of these applicants seeking execution of fresh sale
deeds by the respective vendors in respect of the above survey
numbers.
(iv) Maxworth Orchards (India) Limited is granted leave to
challenge sale deed bearing Document No.2342 of 2005 and relating to
an extent of 1.50 acres in Survey No.770 in Minnathur village in
separate proceedings.
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(v) The interim order dated 23.09.2022 restraining the third
respondent in Comp. A.Nos.362-363 of 2022/ auction purchaser from
alienating or encumbering or otherwise dealing with the property
stands vacated.
(vi) The Official Liquidator is directed to take necessary measures
to hand over vacant physical possession of the 57.83 acres of land to the
auction purchaser.
(vii) The jurisdictional revenue and police officials are directed to
extend necessary assistance in such regard. There shall be no order as to
costs.
22.01.2025
Index : Yes / No
Internet:Yes / No
Speaking order / Non-speaking order
Neutral Citation : Yes / No
kal
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To
1. The Sub-Registrar,
Sub-Registrar Office,
Gandharvakottai.
2. The Thasilthar
Kulathur Taluk, Kiranur
Pudukottai District.
3.The Superintendent of Police
Pudukottai, Pudukottai District.
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SENTHILKUMAR RAMAMOORTHY J.
kal
Pre-delivery order made in
Comp.A. Nos.362 & 363 of 2022 in Comp.A.No.297 of 2021 &
Comp.A.Nos.594, 595 & 596 of 2009
in
22.01.2025
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