SUKHDEV SINGH Vs. AMBALA BUS SYNDICATE P LTD

JUDGEMENT

(1.) COMPANY Petition No. 100 of 1988 has been filed under Sections 397 and 398 of the Companies Act by one set of shareholders. Along with that petition, Company Application No. 196 of 1988 was filed for restraining the respondents from transferring the assets of the company. That company application came up for motion hearing on November 26, 1988, and the following order was passed by M. M. Punchhi J. " Notice for December 3, 1988. Assets of the company be not transferred till further orders. "

(2.) COMPANY Application No. 87 of 1989 has been moved for vacation of order dated November 26, 1988. It is stated in the application that the company was in arrears of Government taxes and it could not pay even token tax arrears. Buses of the company were attached for recovery "of Government dues. The applicant purchased the shareholding of the minority shareholders and revived the business of the company by making a huge investment. They discharged all the tax liabilities of the company and got 16 buses released. The buses attached by the Government remained parked in the police lines for more than four years and were not motorable. These were made motorable on making considerable investment. The applicant further states that after they had purchased the shareholding, the company purchased about 26 buses and that at present a fleet of 52 buses is operating. Mr. Baldev Kapoor, on getting instructions from his client, present in court today, states that four new buses will be added on June 3, 1989 and three more buses will be added by June 15, 1989. The addition of new buses indicates that a good deal of progress has been made by the purchasers after they have purchased the shareholdings of the company. The fact that they have discharged the tax liabilities to the extent of 19 lakhs indicate their bona fides. It has further been brought to my notice that a penalty of about Rs. 840 lakhs was imposed by the transport authorities for delay in the payment of token tax. That order has been challenged in a writ petition in this court and the recovery of the penalty amount has been stayed. The buses which remained idle in the police lines for more than four years cannot be in good condition. It will be in the interest of the company, if these buses are allowed to be sold. In order to safeguard the interest of the company, of the shareholders and of the purchasers, the following directions are given : (i) The buses will be sold by private negotiations in the presence of the Local Commissioner appointed by this court. The Local Commissioner will ensure that the sale price received from the prospective purchasers is deposited in a scheduled bank. (ii) the clients of Mr. Baldev Kapoor will intimate to the clients of Mr. Narang by registered acknowledgment due letter the offer received by them. In case those shareholders offer to purchase the buses at prices higher than the prices for which Mr. Kapoor's clients are intending to sell the buses, the buses will be sold to those shareholders. (iii) the confirmation of the sale will be made by this court and till such time, no valid title be passed to the transferee.

(3.) ACCORDINGLY, Shri B. K. Gupta, Advocate, Chandigarh, is appointed as Local Commissioner. He is present in court and is directed to see that the abovesaid orders are strictly complied with by the parties. His fees are is fixed at Rs. 5,000.