was dismissed on such ground, the order had the incidental effect of absolving the company of any obligation
to explain its conduct of alienating its immovable properties without so much as a "by your leave" of the
BIFR. Buoyed by such order, the company marched to the AAIFR, raked up a pending appeal and threw the
Madras High Court order on its face. The AAIFR was left with no option since it was bound by the order of a
superior forum and it observed that the company was no longer a sick industrial company within the meaning
of Section 3(1)(o) of the said Act of 1985 and, as such, the BIFR and the AAIFR had ceased to have any
jurisdiction in respect of the company. Such order was passed by the AAIFR on March 3, 2008.
The petitioning-creditor next refers to the balance-sheet of a company by the name of Dunlop Properties
Private Limited for the year ended March 31, 2008. The first schedule to the balance-sheet records that such
company (hereinafter referred to as Dunlop Properties) had issued 8,10,000 shares in such company of face
value of Rs.10/- each fully paid up and 8,09,900 shares in such company were held by its holding company,
Radiant Investments Limited of Mauritius. In the notes on account under Schedule V to such balance-sheet
there is a disclosure in respect of related parties. The names of 50 companies figure in such list, including
Dunlop India Limited, Shalini Properties & Developers Private Limited and SPR Resorts Limited. The notes
on accounts under Schedule V to the balance-sheet declare that the company was incorporated on February
23, 2007. There is also an announcement that the company had "purchased Land worth Rs.80 Crores from
Dunlop India Limited, and allotted 8,00,000 Equity Shares of Rs.10/- each at a premium of Rs.999/- per share
towards consideration." The final note says that 8,09,900 equity shares in the company had been transferred to
Radiant Investments Limited (of Mauritius) on January 16, 2008.
What is evident, therefore, from the balance-sheet of Dunlop Properties for the year ended March 31, 2008 is
that it had only been incorporated about a year back, that it had acquired a property worth Rs.80 crore from
Dunlop India Limited against shares in such company issued to Dunlop India Limited and that probably the
entirety of the shares obtained by Dunlop India Limited in Dunlop Properties as consideration for the sale of
the property superficially said to be worth Rs.80 crore was transferred to the Mauritius company. There could
not have been any other possibility since the number of issued shares in Dunlop Properties was only 8,10,000.
A look at the profit and loss account of Dunlop Properties for the year ended March 31, 2008 reveals that it
had cash and bank balance of Rs.1,000/- and it had obtained loans and advance of Rs.33,000/-. Dunlop
Properties does not appear to have carried on any business during the relevant financial year and it had
incurred preliminary expenses of Rs.4.28 lakh in such period.
The petitioning-creditor has relied on a copy of the form No. 8 relating to creation or modification of charges
that was filed by Dunlop Properties with the Registrar of Companies sometime after September, 2008. The
company has not questioned the veracity of the document. The document reveals the creation of a charge by
Dunlop Properties by way of a registered deed of mortgage. The petitioning-creditor says that the charge was
obviously created in respect of the only property standing in the name of Dunlop Properties which had been
acquired from Dunlop India Limited. The charge was created on September 26, 2008 for securing an amount
of Rs.575 crore. The document describes the immovable property as the land admeasuring 58.52 acre in
Athipattu village in Chennai's peripheral district of Ambattur "to secure the facilities sanctioned to Shalini
Properties and Developers Private Limited and SPR Resorts Limited." The document says that a stand-by
letter of credit was sanctioned to the said two companies by ICICI Bank Limited. Shalini Properties and
Developers Private Limited and SPR Resorts Limited appear to have their registered offices at the same place
as Dunlop Properties and both these companies share a common e- mail address at ruiagroup29@gmail.com.
It is apparent that a company that had been incorporated in February, 2007 and did no business at all till the
end of financial year 2007-08 had acquired a property, ostensibly shown to be worth Rs.80 crore, from
Dunlop India Limited against shares issued at a stupendous premium. Such company which acquired the
property then mortgaged it against credit facilities of Rs.575 crore extended to two sister concerns. Since the
affairs of Dunlop Properties as a subsidiary of Dunlop India Limited would have been subject to scrutiny if
the affairs or accounts of Dunlop India Limited were looked into, the worthless shares of Dunlop Properties
that Dunlop India Limited obtained were transferred to a Mauritius company to delink the transaction. The
Dunlop India Limited vs Unknown on 26 March, 2012
company and those in management thereof had meticulously planned the entire scheme with the skill of a
trained killer. There is more to the matter. The Ambattur property stolen from the company's fold and parked
with Dunlop Properties must have been worth substantially more than Rs.575 crore since banks keep a margin
before granting credit facilities against any immovable property. Such position is confirmed from the
balance-sheet of Dunlop Properties for the year ended March 31, 2011 where its land and building is valued at
Rs.614.46 crore against the valuation therefor in the previous financial year of Rs.80.04 crore. The company,
it is obvious, sold one of its landed properties at a gross undervalue to an entity controlled by the same
management. That the land was sold at an undervalue is evident both from the fact that ICICI Bank agreed to
grant credit facilities of value of Rs.575 crore against it and the fact that its present value is shown to be in
excess of Rs.614 crore by the company that now holds it. Just to emphasise the point, company Dunlop India
Limited did not get money against the transfer of the Ambattur land, it only got some worthless paper in a
useless company which dud paper it transferred to a Mauritius company against a consideration that is not
known as the company does not volunteer any information in such regard. The petitioning- creditor's
perception of daylight robbery in the company is vindicated and the transaction lends support to the
petitioning-creditor's request for a provisional liquidator to be immediately appointed over the company.
The Ambattur property transaction was not a solitary, one-off case of the company being stripped of a
valuable property against virtually no consideration at all and the property being made over to an entity
controlled by the same management. The same scheme has been adopted in respect of another property of
ostensible value of Rs.60 crore that was sold off in favour of another company controlled by the same
management around the same time. The balance-sheet of Dunlop Infrastructure Private Limited (hereinafter
referred to as Dunlop Infrastructure) for the year ended March 31, 2008 reveals that it had issued 6,10,000
shares of Rs.10/- each fully paid up. Dunlop Infrastructure's cash and bank balance was of value of
Rs.10,000/- at March 31, 2008. The related parties disclosure in its notes on account forming part of the same
balance-sheet shows that Dunlop Infrastructure belongs to the same group that controls 50 other companies as
in the case of Dunlop Properties, including Dunlop India Limited and Suryamani Financing Limited and India
Tyre & Rubber Co. (India) Limited. As in the case of Dunlop Properties, Dunlop Infrastructure was also
incorporated on February 23, 2007. Dunlop Infrastructure did not commence its commercial activities till
March 31, 2008, but it had purchased land "worth Rs.60 Crores from Dunlop India Limited, and allotted
6,00,000 Equity Shares of Rs.10/- each at a premium of Rs.990/- per share towards consideration." The shares
in Dunlop Infrastructure acquired by Dunlop India Limited as consideration for sale of the property were
subsequently transferred to Dunlop Investments Limited. That is evident from the first schedule to the
balance-sheet of Dunlop Infrastructure for the year ended March 31, 2008 which announces that Dunlop
Infrastructure is a wholly-owned subsidiary of Dunlop Investments Limited. Again, the company has
volunteered no information as to the consideration that it received for transferring the dud shares that it held in
Dunlop Infrastructure to Dunlop Investments Limited.
The petitioning-creditor refers to the balance-sheet of a third company, Dunlop Estates Private Limited
(hereinafter referred to as Dunlop Estates), for the year ended March 31, 2008. Such balance-sheet shows that
Dunlop Estates had issued 3,10,000 shares therein of Rs.10/- each fully paid up. In its notes on accounts under
Schedule V to the balance-sheet as at March 31, 2008, Dunlop Estates shows a similar list of 50 related parties
as in the cases of Dunlop Properties and Dunlop Infrastructure. Dunlop Estates was incorporated on February
27, 2007. It had cash and bank balance of value of Rs.11,000/ as at March 31, 2008 and had not commenced
its commercial activities till such date. Yet, Dunlop Estates purchased land "worth Rs.30 Crores from Dunlop
India Limited, and allotted 3,00,000 Equity Shares of Rs.10/- each at a premium of Rs.990/- per share towards
consideration." Again, company Dunlop India Limited transferred its entire shareholding in Dunlop Estates to
Dunlop Investments Limited during financial year 2007-08 such that Dunlop Estates became a wholly-owned
subsidiary of Dunlop Investments Limited.
A fourth company by the name of Bhartiya Hotels Limited (hereinafter referred to as Bhartiya Hotels)
declares in its balance-sheet for the year ended March 31, 2008 that it had land and building of value of
Rs.150 crore that appears to have been acquired in financial year 2006-07. The notes on accounts in the same
Dunlop India Limited vs Unknown on 26 March, 2012
balance-sheet contain a similar list of related parties as in Dunlop Properties, Dunlop Infrastructure and
Dunlop Estates. According to the same balance-sheet, Bhartiya Hotels had not commenced its commercial
activities till March 31, 2008. But Bhartiya Hotels had purchased land "worth Rs.150 Crores from Dunlop
India Limited, and allotted 15,00,000 Equity Shares of Rs.10/- each at a premium of Rs.990/- per share
towards consideration." The shares in Bhartiya Hotels that were allotted to Dunlop India Limited were, in
course of financial year 2008-09, substantially transferred to Rapid Investments Limited, another Mauritius
company, as is evident from the balance-sheet of Bhartiya Hotels for the year ended March 31, 2009. Though
the issued share capital in Bhartiya Hotels remained the same as at March 31, 2011 as it was at March 31,
2009, the shares held by its holding company increased by about four per cent by the end of financial year
2010-11. More interestingly or alarmingly, the land and building held by Bhartiya Hotel that had been shown
to be worth slightly over Rs.150 crore as at March 31, 2010 swelled to Rs.1,012 crore in value as at March 31,
2011.
Four valuable immovable properties of the company were, therefore, shown to have been removed from the
company's fold and placed in the laps of other companies under the same management by depressing the
actual values thereof, receiving almost no consideration against them and by the company transferring -
whether a substantial part or the entirety thereof - the shares which it received by way of ostensible
consideration to other companies in the same management such that the beneficiary companies, which had
become subsidiaries of the company upon the allotment of shares as consideration, were delinked from the
company. If a property shown to be of value of Rs.80 crore was actually worth more than Rs.600 crore and
another of stated value of Rs.150 crore was seen to be worth Rs.1,012 crore within the next two years, it
would not be uncharitable to the company or its management to see that the two other properties ostensibly
valued at Rs.60 crore and Rs.30 crore may collectively have been worth about Rs.700 crore.
There is no doubt that a company has a right to sell its properties and the prices at which it sells its properties
may not be justiciable. But such principle which is founded on the doctrine of indoor management - like the
rule as to freedom to extend one's arm as long as it does not touch another's nose - is not absolute; and a
company's act of selling its assets should not be opposed to public interest or seen to cause unfair prejudice to
another if such other is entitled to complain of it before a court of law. The company would have been
perfectly justified in selling off its properties to meet its debts and pay off its creditors or its employees and
workmen. This company did not take such a mundane road. Instead, it effected the transfers, or most of them,
when its creditors had no access to it or its properties by virtue of the protection that it enjoyed under the said
Act of 1985 and the company did not use the money to pay off its creditors; its management used the
company for the cash cow that it was for self aggrandisement and to the detriment and prejudice of its
creditors, employees and workmen. Whether or not the transactions were in breach of the provisions of the
said Act of 1985, they are good enough grounds to be cited to seek the appointment of a provisional liquidator
over the company. It must not be lost sight of that Dunlop India Limited is a listed company and its
controlling shareholding may not even constitute fifty per cent of its paid-up capital. Since the four
immovable properties have been alienated from the company and parked with entities under the exclusive
control of the group holding the controlling shareholding in the company, such act would also amount to gross
mismanagement qua the other shareholders of the company and be seen as a fraud on such other shareholders.
The petitioning-creditor has referred to a judgment reported at 63 Comp. Cas. 299 (Canara Bank v. Brunton
and Company Engineers Limited) that set out some of the relevant considerations for the appointment of a
provisional liquidator over a company as it quoted from Pennington's Company Law (4th Ed.) as follows:
"The purpose of making the appointment is to preserve the company's assets and to prevent the directors from
dissipating them before a winding up order can be made. It has been said that a provisional liquidator will
only be appointed if the company is the petitioner or if it consents to the appointment, or if the company is
clearly insolvent, or if it is obvious to the court that a winding up order will be made. These dicta show the
court's reluctance to pre-judge the issue between the petitioner and the company by appointing a provisional
liquidator before the hearing of the petition, but it has also been held that the court's power to appoint a
Dunlop India Limited vs Unknown on 26 March, 2012
provisional liquidator is not limited to such cases, and may be exercised if there is an interest of the public to
be protected, ..."
Another judgment reported at 81 Comp. Cas. 805 (Darshan Anilkumar Patel v. Gitaneel Hotels Pvt. Ltd) has
been carried by the petitioning-creditor for the proposition that there can be no specified class of cases for a
provisional liquidator to be appointed and the matter is "left entirely to the judicial discretion of the court." In
that case, the court proceeded to specify some situations where the appointment of a provisional liquidator
would be justified at page 819 of the report:
"...It is neither possible nor desirable to exhaustively enumerate the situations in which a provisional
liquidator may be appointed by the company court. I would, however, give illustration of cases where
appointment of a provisional liquidator would be justified. Some such illustrative situations can be broadly
listed as under:
a) where the company is virtually insolvent or the substratum of the company had disappeared and a strong
prima facie case is made out;
b) where the assets of the company are in jeopardy;
c) where it is proved by a strong prima facie case that the management representing the majority shareholders
of the company is conducting the business of the company to the prejudice of the company and the minority
shareholders as if their own (and) contrary to normal business principles proving lack of probity and jeopardy
to the interest of complaining shareholders;
d) where the majority of the shareholders in collusion with each other are indulging in acts of manipulation
and purported transactions which appear on their face to be a subterfuges or bogus;
e) public interest;
f) interest of company or shareholders as a class."
The element of public interest which has been judicially recognised to have been incorporated in the manner
in which the company court's discretion under Section 450 of the Companies Act is to be exercised has
statutory support, inter alia, in Sections 397 and 398 of the Companies Act that deal with oppression and
mismanagement, respectively. The consideration as to public interest will be even more relevant if the
company is a listed company. Dunlop India Limited was once a blue-chip company that now appears to be in
the clutches of a marauding bunch of corporate predators which is single-mindedly devoted to stripping the
company bare of its assets while leaving the company's creditors, employees and workmen in the lurch.
The company has made no attempt - none at all - to show that the said four transactions were necessary or
they were made in the interest of the company or for the purpose of augmenting resources to discharge the
company's debts. Indeed, the company's resources were not enhanced upon the company being denuded of the
four properties. As noticed above, two of the creditor's winding-up petitions against the company have been
admitted and advertised and a third has been pending from before a reference relating to the company was
made to the BIFR. Under Section 441(2) of the Companies Act, the winding up of a company by the court is
deemed to commence at the time of the presentation of the petition for the winding up. Section 447 of the
Companies Act provides that an order for winding up of a company shall operate in favour of all the creditors
and of all the contributories of the company as if it had been made out on a joint petition of a creditor and of a
contributory. Section 531 of the Companies Act prescribes that any transfer of property, moveable or
immovable or delivery of goods, payment, execution or other act relating to property made, taken or done by
or against a company within six months before the commencement of its winding up which, had it been made,
taken or done by or against an individual within three months before the presentation of an insolvency petition
Dunlop India Limited vs Unknown on 26 March, 2012
on which he is adjudged insolvent, would be deemed in his insolvency a fraudulent preference, shall in the
event of the company being wound up, be deemed a fraudulent preference of its creditors and be invalid
accordingly. Section 53 of the Transfer of Property Act defines fraudulent transfer. Sub-section (1) of Section
53 of such Act prescribes that every transfer of immovable property made with intent to defeat or delay the
creditors of the transferors shall be voidable at the option of any creditor so defeated or delayed. The
provision permits a suit to be instituted by a creditor of the transferor in representative capacity for the benefit
of all the creditors. That Section 53(1) of such Act does not affect any law relating to insolvency only implies
that it does not derogate from any law relating to insolvency. There is, therefore, the recognition in the general
law of this country for a creditor to regard the transfer of an immovable property by the debtor to be
fraudulent in some circumstances.
The claims of the numerous creditors of the company have been taken up at the post-advertisement stage of
CP No. 233 of 2008 and CP No. 159 of 2011. The number of creditors joining the fray to support the order of
winding up is increasing by the day. Three companies alleging to be creditors of Dunlop India Limited have
also appeared to oppose the winding-up. Such creditors, India Tyre and Rubber Company Limited, Ruia
Corporate Services Private Limited and Suryamani Financing Company Limited, are all under the same
management as the one which controls the company. In course of the claims of the creditors of the company
being taken up at the post-advertisement stage in two of the petitions, the company has filed an affidavit
through Ashok Kumar Agarwal affirmed on January 6, 2012 wherein it has furnished three lists detailing what
according to the company are the amounts outstanding to its secured creditors, the value of its present assets
and the extent of its statutory liabilities. In the list pertaining to its secured creditors, the company has shown a
total outstanding of Rs.127 crore, though the figure appears to have been depressed as at least one of the
secured creditors, Catholic Syrian Bank, has asserted that it has a claim of Rs.42 crore against the company
whereas the company has acknowledged only Rs.7.5 crore in the list. In the list pertaining to its assets, the
company has claimed the value of the assets to be Rs.1,339 crore, including inventory of value in excess of
Rs.50 crore that is primarily made up of the perceived worth of raw materials that the company holds. In the
list of statutory liabilities, the company has shown a total amount of about Rs.26 crore, including workmen's
wages in excess of Rs.1 crore and gratuity as per actuarial valuation in excess of Rs. 9 crore.
In another affidavit filed by the company through Ashok Kumar Agarwal affirmed on January 13, 2012 in CP
No. 233 of 2008, it has claimed that "the number of creditors of the Company is approximately 400 and the
total amount payable to them as per Company's Book as on March 31, 2011 is Rs.3383.53 lacs being the
sundry creditors under Schedule 11 ..." Elsewhere in the same affidavit the company has admitted that "before
30th June 2008 that is during the financial year 2006-07 ... the company transferred certain assets to its
wholly-owned 100% subsidiary companies for Rs.320 crores which in consideration of such transfer allotted
fully paid-up Equity Shares to the company." The rest of the passage, at paragraph 9 of the affidavit, makes
interesting reading:
"The surplus arising out of such transfer has inter alia set off the accumulated losses of the company and as a
result whereof the net worth of the company became positive. Accordingly, the company filed an application
to BIFR on 23rd April 2007 inter alia praying for an order directing de-registration of BIFR Case No. 14 of
1998. Ultimately, the company was able to come out of the provisions of the Sick Industrial Companies
(Special Provisions) Act 1985. The properties which were transferred during the period 2006-2007 inter alia
included the Worli property in respect whereof the news articles were published in the Times of India,
Mumbai edition. I state and submit that after 2006-2007, the Worli property never belonged to the company.
The factum of transfer of certain assets during the period 2006-2007 was within the knowledge of the Hon'ble
High Court at Madras as well as the Appellate Authority for Industrial and Financial Reconstruction which
would appear from the judgement and order dated 19th December 2007 passed by the Hon'ble High Court at
Madras as well as the Order dated 3rd March 2008 passed by the Appellate Authority for Industrial and
Financial Reconstruction, copies whereof are annexed hereto and collectively marked as Annexure "E". The
factum of such sale was also disclosed by the company in its Balance-sheet for the financial year ended 31st
March 2007 which was duly approved by the members of the company at its 80th Annual General Meeting
Dunlop India Limited vs Unknown on 26 March, 2012
held on 19th July 2007. I state and submit that the factum of transfer mentioned hereinabove has no been
suppressed and was disclosed before the Hon'ble High Court at Madras, the Appellate Authority for Industrial
and Financial Reconstruction and all the shareholders of the company and the public at large. Thus, there was
no clandestine sale or transfer by the company."
According to the same affidavit by the company, it has 850 workmen at its Sahaganj factory and 550
workmen at its Ambattur manufacturing facility. In addition, the company has another 100 managerial or
administrative employees in its rolls. Both the Sahaganj and the Ambattur factories are now closed, according
to the company. The Sahaganj workmen have not been paid their wages after July, 2011 and the Ambattur
workmen after January, 2012. The State says that it pays the Sahaganj workmen Rs.1,500/- per month as dole.
The State maintains that there has been no commercial production at Sahaganj since the year 2005 through the
factory has been intermittently opened during the interregnum for apparent "cleaning up" operations by the
company. The State insinuates that the company may have opened the Sahaganj factory at times for other
reasons. The State says that its electricity utility has a claim of Rs.11.20 crore in respect of the Sahaganj
factory; the West Bengal Industrial Development Corporation Limited has a claim of Rs.14 crore; and, a sum
in excess of Rs.7.95 crore is due by way of land revenue apart from sales tax dues of Rs.40 crore. Though the
State has not used any affidavit, it says that there are 341 erstwhile workmen of the Sahaganj factory who
have not been paid their retiral dues and a further 287 former workmen of the Sahaganj factory who opted out
under an early retirement scheme have not been paid any money under such scheme.
The irony is in the company's repeated attempt in seeking statutory protection to ward off its creditors.
Despite the company coming out of the purview of the said Act of 1985 in dubious circumstances, it sought
and obtained a similar protection under the West Bengal Relief Undertakings (Special Provisions) Act, 1972.
The company has enjoyed such protection from October 22, 2008 to April 26, 2009; June 10, 2009 to
December 9, 2009; December 10, 2009 to June 9, 2010; and, June 17, 2010 to December 16, 2010. It is not
clear as to what impelled the State to accord the benefit of the said Act of 1972 to this recalcitrant company,
but one need not waste time pondering over matters that are sometime governed by political and rank
extraneous considerations.
What is obvious is that the company has taken recourse to the provisions of a Central Act and a State Act that
have been brought in to subserve the Constitutional mandate of guarding the employment of those who most
need it, only to misuse the protection accorded thereunder by stealing the company's assets and handing them
on a platter to the dishonest persons in control of the company and extending the time before such matter
could be complained of. There is no shred of remorse shown by the company. There is no attempt by the
company to offer to cause its management to bring back the assets to the company's fold despite such
enormous dissipation of assets being discovered. The only submission made by the company "to show its
bona fides" is the token offer of paying the Sahaganj workmen their August, 2011 dues within a week. The
offer is in the nature of an inducement to court to lay its hands off the company and the reprehensible acts of
those in management thereof. The workmen deserve much better and, given the scandalous conduct of those
in management of the company, the court will not sell the workmen short.
In a society governed by the Constitution which spells out its aspirations and even a sense of morality, no
constitutional functionary - far less a court owing not only allegiance but its existence to it - can condone the
acts of graft that have come to light. The company and its management may appear to be unconcerned upon
the discovery of the brazen acts of defalcation, doubtless inspired by the perception of corruption elsewhere in
the society; but even without elevating the discussion to a moral highground, it is apparent that the assets of
the company are in serious jeopardy in the hands of those at present responsible for protecting the same. If the
workmen of the company have a paramount charge over its assets for their dues and stand at par with the
secured creditors of a company even in respect of the secured assets, the immediate appointment of a
provisional liquidator is called for over the company with full authority as liquidator.
Dunlop India Limited vs Unknown on 26 March, 2012
The more sagacious judicial pronouncements instruct that a judgment should not betray any agitation on the
part of the judge and should not be intemperate in its expression. But public interest demands at times that a
cheat be described as such for him and others that he has cheated to be aware that there is appropriate
recognition on the basis of the character of a person's conduct and not by the brand of the design-wear that
such person flaunts. Plain- speaking must sometimes be used if only to bolster the image of the institution and
to instill confidence in it. It is also a matter of regret that every attempt was made at the Bar to delay and defer
this matter, including a most dramatic submission by advocate-on-record of the company to be given leave to
retire on moral grounds one week only to return the following week. It is also most distressing to read in the
attitude of company's management a sublime confidence that its conduct of misappropriating valuable assets
of the company may meet some road bumps but will ultimately stand endorsed. There appear to be no
systemic checks against such dishonest corporate behaviour, not even by the media in the country that
tom-toms its independent and crusading credentials; or maybe, it was another case of an intrepid journalist's
copy being sacrificed at the altar of advertisement revenue or something more sinister.
CA No. 34 of 2012 is allowed by appointing the official liquidator as the provisional liquidator over and in
respect of Dunlop India Limited with full powers as liquidator under the Companies Act, 1956. The
provisional liquidator will take every step that is permissible to not only protect the assets and interests of the
company and its creditors, employees and workmen, but will also take all steps in accordance with law to
forthwith recover and arrest the further alienation of the four immovable properties that were fraudulently
transferred by the company in the year 2006-07 or thereabouts as referred to above. The company will pay
costs assessed that 3,000 GM to the petitioning-creditor. The company and its directors, managers and all
concerned will remain obliged to forthwith ensure that all books, records, documents, assets and properties of
the company are made available for the effective control, and protection thereof and of the company's
interests, by the official liquidator. All decisions of the company will be subject to the approval of the official
liquidator. Since the four transactions entered into by the company in the year 2006-07 or thereabouts were
fraudulent, the title therein may not be deemed to have passed at all from the company.
Urgent certified photocopies of this judgment, if applied for, be supplied to the parties subject to compliance
with all requisite formalities. (Sanjib Banerjee, J.)
Later:
The company seeks a stay of operation of the order. In view of the despicable conduct of those in the
management of the company, particularly of stripping the company of immovable properties of value in
excess of Rs. 2,000 crore against almost no consideration received by the company, such prayer is declined.
