The Official Liquidator High Court Bombay v. M/S Dujodwala Paper Chemicals Limited

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.42 OF 2017 IN COMPANY PETITION NO.406 OF 2012 Central Bureau of Investigation Anti Corruption Branch ...

Applicant In the matter between :

M/s. Jiangsu Guotai International Group Winston Import And Export Co., Ltd. And Others ...

Petitioners

Versus

M/s Dujodwala Paper Chemical Ltd., (through Official Liquidator) ...

Respondent ALONGWITH OLR No.463 OF 2016 IN COMPANY PETITION NO.406 OF 2012 IN COMPANY PETITION NO.140 OF 2013 IN COMPANY PETITION NO.325 OF 2013 AND COMPANY PETITION NO.427 OF 2014 In the matter of Companies Act I of 1956;

And In the matter of M/s Dujodwala Paper Chemicals Ltd. (In Liqn.)

2/6 M/s Jiangsu Guotai International Group Winson Import and Export Co. Ltd.

M/s SBI Global Factors Ltd.

M/s Polychemi Asia Co. Ltd.

M/s Licheng Industrial Co. Ltd.

...

Petitioners .....

Mr. Abhijeet A. Desai for the Applicant.

Mr. O.A. Das for UCO Bank.

Ms. Yogini Chauhan, Deputy Official Liquidator. Mr. Varun Nathi i/b Dhruve Liladhar & Co., for the Petitioners in Company Petition Nos.406/2012, 325 of 2013 and 427 of 2014. Mr. Shilpan Gaonkar i/b Zunjarrao & Co., for Ex-Director, M/s Dujodwala Paper Chemical Ltd. in OLR No.463 of 2016.

.....

CORAM : S.C. GUPTE, J.

DATE : 16 FEBRUARY 2017 P.C. :

.

This company application is taken out by the Central Board of Investigation, Anti Corruption Branch ("CBI") for permission to conduct searches at two premises belonging to the company (in Liqn.) described in prayer clause (a) of the application. It also seeks permission to seize and retain the original documents/articles found relevant or necessary for the case being investigated by the CBI against the company (in Liqn.) and its directors. Learned Counsel for the Applicant-CBI at this stage presses only prayer clause (a). There is also a companion OLR submitted to this Court by the Official Liquidator. In the OLR, the Official Liquidator inter alia seeks directions to the ex-director of the company (in Liqn.) named therein

3/6 to provide documents to the investigating authorities, including CBI in the presence of the Official Liquidator's representative and secured creditors. The OLR also seeks certain other directions concerning handing over of keys of the office premises belonging to the company (in Liqn.) to the exdirector referred to in prayer clause (a) of the OLR and also appointment of a valuer for inventory and valuation of movable assets lying within the office. The OLR also seeks directions against the Valuer already appointed by the Official Liquidator for valuing the registered office cum factory premises belonging to the company (in Liqn.) together with machinery and raw material lying therein.

CBI has registered a case bearing No.RC/BAI/2015/A0032 on the basis of a complaint received from UCO Bank, the secured creditor, against the company (in Liqn.) and its directors under Section 120-B r/w 420 of IPC and Section 13(2) r/w 13(1)(d) of the Prevention of Corruption Act, 1988. It is the case of CBI that documents, which are relevant and necessary for the investigation of this case, are lying in the office of the company (in Liqn.) which is currently in the custody and possession of the Official Liquidator. It is submitted that CBI needs to take search of the office premises and locate and go over the documents, and for this purpose, the relief sought in the company application is necessary. The request made by CBI in the company application is not opposed by the Official Liquidator.

Even learned Counsel for Ex-directors, on instructions of Mr. Vineet Dujodwala, Ex-director of the company (in Liqn.), has no objection to the request being accepted. Learned Counsel for UCO Bank, who appears at the hearing, also supports this application. The petitioning creditors have no objection either.

4/6 In the premises, the Official Liquidator is directed to allow the Applicant-CBI to take inspection of the records lying at the premises referred to in prayer clause (a), including the office of the company (in Liqn.) at 811, Tulsiani Chambers, Nariman Point, Mumbai-400 021. Such inspection shall be given in the presence of ex-director/s of the company (in Liqn.) and in particular, Mr. Vineet Dujodwala, who is accused No.3 in the FIR registered by the CBI. M/s UCO Bank may also depute its representative at the time of such inspection. The Ex-director/s of the company (in Liqn.) including Mr. Vineet Dujodwala are directed to cooperate fully with the Official Liquidator for the purpose of this inspection. The Official Liquidator shall also make available copies of such documents as may be requested by CBI to it at the latter's cost.

The Official Liquidator shall fix a suitable date after 26 February 2017 for giving inspection of documents to CBI in terms of this order. In case the Ex-director/s of the company (in Liqn.) or M/s UCO Bank also want any copies of the records, the same be made available at their respective costs. Prayer (a) of the OLR seeks directions against the Ex-director Vineet Dujodwala to hand over keys of the office premises at 811, Tulsiani Chambers, Nariman Point, Mumbai-400 021. Learned Counsel for the exdirector states that his client shall hand over the keys of this premises to the Official Liquidator within two days. If the keys are not so handed over within two days, the Official Liquidator will be entitled to make alternate keys or break open the lock and take over possession of the office premises.

5/6 premises at 811, Tulsiani Chambers, Nariman Point, Mumbai-400 021. The Official Liquidator has appointed M/s Accurate Valuers and Engineering Services for the purpose of valuation of the immovable property as well as machinery and inventory of raw material lying at the registered office-cum-factory premises belonging to the company (in Liqn.) at Atkargaon Takai, Adoshi Road, Khalapur, Khopoli, Raigad, Maharashtra410 203. The Valuers have carried out some valuation exercise, but addressed correspondence through their Chairman and Managing Director to the Official Liquidator, calling for various further documents, particularly, title deed/s concerning the immovable property to enable the Valuers to complete the valuation assignment. The Valuers have expressed their inability to complete the valuation in the absence of these details.

The absence of particulars and documents relating to the immovable property may not, however, hold up the inventory and valuation of machinery and raw material. The Valuers, M/s Accurate Valuers and Engineering Services, are, accordingly, directed to submit a valuation and inventory report in respect of the machinery and raw material lying at the registered office cum factory premises on "as is where is basis" and without reference to the valuation of the immovable property. Such report be submitted within a period of three weeks from today. The company application as also the OLR, are disposed of accordingly. It is made clear that in case CBI requires the custody of any particular document or material forming part of the records of the company (in Liqn.)

6/6 this order, for the purpose of the criminal case pending against the company (in Liqn.) and its Ex-director/s, CBI will be at liberty to make an appropriate application in that behalf to the Company Court. (S.C. GUPTE, J.)