LexVEDICAPROCON PRIVATE LIMITED versus BALLESHWAR GREENS PRIVATE LIMITED & OTHERS
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(2015] 8 S.C.R. 1099 VEDICAPROCON PRIVATE LIMITED v. BALLESHWAR GREENS PRIVATE LIMITED & OTHERS (Civil Appeal No. 6165 of 2015) AUGUST 13, 2015 [J. CHELAMESWAR AND ABH"AY MANOHAR SAPRE, JJ.] A B Auction - Company under liquidation - Auction of c properly- Highest bid by the appellant-Acceptance of the bid by the company judge - Subsequently, unsuccessful bidder sought revocation of said orderon the ground that the unsuccessful bidder was willing to offer higher price - High Court held that the Company judge's order accepting bid of D the appellant-highest bidder was .vitiated as judge failed to take note of potential value of land and bid of the appellant was inadequate price to the said property- Justification of- Held: High Courl was not justified in recalling the order - Highest bid of the appellant was accepted by the Company E Court and none of the stake-holders of the company in liquidation as also first respondent ever objected to the offer of acceptance - Rise in the value of the property in view of the subsequent development not a relevant consideration - Submission that there was no confirmation of sale in favour F of the appellant but only acceptance of the highest bid, thus, the courl could reject confirmation of the sale in view of the subsequent developments cannot be accepted - No subsequent higher offer can constitute a valid ground for G refusing confirmation of the sale or offer already made - Furthermore, acceptance of payment of 25% of the sale consideration by the official liquidator and the Company Courl without raising any objection for the same and withdrawal of earnest money deposit by first respondent-unsuccessful H 1099 1100 SUPREME COURT REPORTS (2015] 8 S.C.R. A bidder without raising any objection regarding adequacy of the price offered by the appellant clearly indicate that the sale in favour of the appellant was confirmed by the said order - Subsequent event. B Allowing the appeals, the Court HELD: 1.1 It is well-settled principle that once the Company Court recorded its conclusion that the price is adequate, subsequent higher offer cannot be a ground c for refusing confirmation. The judgment relied upon by the first respondent does not indicate that this Court has ever laid down a principle that whenever a higher offer is received in respect of the sale of the property of a company in liquidation, the Court would be justified in D reopening the concluded proceedi.ngs. [Para 39, 44) [1122-E-F; 1127-B-C] 1.2 The High Court was not justified in recalling the order dated 17.12.2013 for following reasons. The E highest bid of the appellant was accepted by the Company Court and all the stake-holders of the company in liquidation were heard before such an acceptance. Nobody ever objected· including the first respondent at that stage on any ground whatsoever, F such as, that there was any fraud or irregularity in the sale nor was there any objection from any one of them that the price offered by the appellant was inadequate. No doubt, the property in question became more valuable in view of the subsequent development. It is G not a relevant consideration in determining the legality of the order dated 17.12.2013. Imagine, if instead of increasing the floor space index for construction from 1.0 to 1.8 the State of Gujarat had decided to reduce it below 1.0 subsequent to 17.12.2013, could the appellant H be heard to argue that it would be legally justified in VEDICAPROCON PRIVATE LTD. v. BALLESHWAR 1101 GREENS PVT. LIMITED resiling from its earlier offer which was accepted by the A Court and not bound by the contractual obligation · flowing from such an offer and acceptance _[Paras 47, 48] [1127-G-H; 1128-A-D] 1.3 The submission thatthe order dated 17.12.2013 B only accepted the highest bid but it did not confirm the sale and, therefore, the Court is at liberty to decline confirmation of. the sale in view of the subsequent developments cannot be accepted because there is no specific format in which a sale conducted by the official C liquidator is to be confirmed by the Company Court. The mere absence of the expression "that the sale is · confirmed" in the order dated 17.12.2013 is not determinative of the question. The totality of the circumstances, such as, the very tenor of the order that D none of the stake-holders of the Company in liquidation ever objected to the offer of the appellant on the ground th
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