RAMAKRISHNA HELA Vs. OFFICIAL LIQUIDATOR AND

JUDGEMENT

(1.) The first application which is disposed of by this judgment is a Contempt application. The second application is a writ application filed by twelve persons challenging the order passed by this Court in an earlier contempt application. Both the applications deal with land which belonged to a company known as Bengal Porcelain Company Pvt. Ltd. (referred to as the company). The writ petitioners claim to be purchasers of the land and are referred to in this judgment as the twelve purchasers.

(2.) The company is now in liquidation. In the course of liquidation, the assets of the company were put up for sale. The sale was advertised. Sree Ram Constructions (SRC) offered to purchase the factory and the land of the company at Rs. 96 lacs. SRC is the sole proprietary concern of one Dilip Kumar Deb. He was personally present in Court and undertook to the Court to restart the business and employ the permanent employees/workmen of the company who were on the roll of the company as on the date of the winding up. He also undertook that if the land beyond the factory land were sold, the sale proceeds would be utilized for renovation and expansion of the company. The Advocate on behalf of Dilip Deb also undertook that the terms and conditions of the order would be abided by him. In view of these undertakings, the offer of SRC was accepted by an order passed by me on 3rd July, 1992. Ten per cent of the purchase price was to be paid on or before 17th July 1992. The balance was to be paid in 10 equal instalments (except for the last), the first instalment being payable on 10th August, 1992. Thus the entire purchase was to have been paid within two and an half years from the date of payment of the first instalment, viz. by 31st August 1994. SRC undertook to furnish a Revolving Bank Guarantee covering one instalment which was to be kept renewed until the entire purchase price was paid. The bank guarantee was to contain a clause that if the bank guarantee was not renewed, the bank would forthwith deposit the guaranteed amount with the Official Liquidator. SRC was to keep the Official Liquidator notified about the renewals of the bank guarantee.

(3.) It was made clear in the order dated 3rd July, 1992 that only upon making payment of the entire purchase price, the Official Liquidator would execute a conveyance in favour of SRC or its nominee or nominees. The order also provided that in default of SRC either depositing 10% of the purchase price or furnishing the bank guarantee or keeping the same renewed or making payment of any instalment or any portion thereof, the sale would not be proceeded with and the money already deposited would be forfeited. On the basis of the payment of the first instalment and furnishing of the bank guarantee. SRC was to be allowed to enter into possession of the company's land but was restrained from disposing of or encumbering or removing any of the assets of the company except after obtaining prior leave of the Court. Further directions were given for payment out of the purchase price which are not relevant for the purposes of these applications. What is relevant for the purpose of this judgment is that portion of the order dated 3rd July, 1992 by which it was ordered