Indage Vineyard Pvt. Ltd. Vs Kotak Mahindra Bank Ltd (Bombay High Court)
The Bombay High Court considered an Official Liquidator’s Report seeking a declaration that the transfer of agricultural land owned by a company under liquidation was void under Section 531(1) of the Companies Act, 1956. The Official Liquidator contended that the property had been transferred to the company’s promoters through board and shareholder resolutions followed only by mutation entries in the land records, without any transfer instrument or registered conveyance. The winding-up petition had already been presented before the mutation entries were effected.
The Court noted that the property had originally been acquired by the company and that the mutation entries recording the promoters as owners were made without any executed transfer deed. It further observed that the transaction was a related-party transaction documented only through corporate resolutions, following which the land records were altered in favour of the promoters. The Official Liquidator consistently maintained before the authorities that the property belonged to the company and opposed any further transfer. When the promoters later attempted to sell the property to third parties, the Official Liquidator objected and sought details of the documents supporting the mutation entries.
During the proceedings, the promoters altered their earlier stand and submitted that no valid transfer had in fact taken place, contending that the mutation entries alone could not constitute a transfer. They further submitted that the proposed sale of the property was intended to generate funds to repay creditors and facilitate revival of the company.
