1. The OL has taken out present report dated 4.1.2012 seeking below mentioned direction / relief:-
5(A) This Hon'ble Court may be pleased to permit the official liquidator to execute the sale deed as per draft as may be approved by this Hon'ble Court subject to condition that, the Stamp Duty, Registration Charges and all other expenses incidental to the execution and registration of the sale deed shall be borne and would be paid by the purchaser.
(B)......."
2. In support of the said request the OL has submitted that:-
"1.
this Hon'ble Court vide order dated 5.8.2008 passed in Official Liquidator Report No.20 of 2007 was pleased to confirm the sale of Lot No.B-3 composite offer for Lot No.B-1 i.e. 21,300 sq. meters or thereabout of land at Plot No.10, R.S. No.73 Villages Duniya, Tal. Halol, Dist. Panchmahal and Lot No.B-2 i.e. 69,594.12 sq. meters or thereabout of land at Plot No.8, at village- Duniya, Tal. Halol, Dist. Panchmahal in favour of M/s. Sarvaiya Exports Limited for an amount of Rs.4,00,00,000/- and also permitted to appoint two persons as nominee for two different properties, so the sale deeds or deed/s can be executed in the name of either successful bidder and / or in the name of nominee/s or any one of two nominee or both the nominees. A copy of the order dated 5.8.2008 passed in OLR No.20 of 2007 is annexed hereto and marked as annexure- "A".
2. it is most respectfully submitted that M/s. Sarvaiya Exports Limited, purchaser vide letter dated 14.8.2008 appointed M/s. R.H. Developwell Pvt. Ltd. as nominee for Lot No.B-1 and Lot No.B-2. A letter dated 14.8.2008 of M/s. Sarvaiya Exports Limited is annexed hereto and marked as Annexure- "B".
3. the official liquidator further most respectfully submits that on receipt of the full sale consideration of Rs.4,00,00,000/- from M/s. R.H. Developwell Pvt. Ltd. nominee of auction purchaser namely M/s. Sarvaiya Exports Limited, the possession of land admeasuring 69,594.12 sq. mtrs. of plot No.8, situated at village - Duniya, Tal. Halol Dist. Panchmahal and land admeasuring 21,300 sq. meters of plot No.10, situated at village Duniya, Tal. Halol, Dist. Panchmahal were handed over to him by the official liquidator on 29.8.2008 and 25.2.2010 respectively.
4. Thereafter, M/s. Jani and Co., Solicitor and Advocates vide letter dated 17.11.2011 submitted in the office of the official liquidator a draft of conveyance deed duly prepared and certified by them on behalf of M/s. R.H. Developwell Pvt. Ltd., purchaser. After verifying and examining the facts and figures, the said conveyance deed, the official liquidator wrote a letter dated 30.11.2011 to M/s. Jani and Co., Solicitors and Advocates requesting them to submit the final corrected draft of the sale deed with the official liquidator. M/s. Jani and Co., solicitors and advocates vide letter dated 7.12.2011 and copy of the revised sale deed alongwith letter dated 7.12.2011 of M/s. Jain and Co., solicitor and advocates are annexed hereto and marked as Annexure- "C" (Colly)
3. Mr. Yadav, learned advocate for the applicant has submitted that after the sale confirmation order was passed and after the sale proceeds were paid by the bidder in whose favour the sale confirmation order was passed, a draft sale deed was prepared and was forwarded for vetting purpose to the solicitor on the panel of the OL. After examining the draft sale deed the solicitor i.e. Jani and Company, submitted their opinion / report dated 17.11.2011 and subsequent opinion / report dated 7.12.2011 has also been submitted. He also submitted that according to the solicitor, the draft sale deed does not contain any objectionable clause against interest of the company or the OL and the terms and conditions incorporated in the sale deed are proper and in order and in consonance with the sale confirmation order.
4. I have heard Mr.Yadav, learned advocate for the applicant and perused the reports dated 17.11.2011 and 7.12.2011 of the solicitor. It appears that after the report dated 17.11.2011 from the solicitor, certain changes were sought to be incorporated. Thereafter the said solicitor, after examining the modifications, submitted his further / fresh opinion / report dated 7.12.2011. The initial report / opinion dated 17.11.2011 reads thus:-
"Date:-
17-11-2011 To, The Official Liquidator, Jivabhai Chambers, Ashram Road, Ahmedabad Sub:-
Opinion about the Draft of Sale Deed in the matter of M/s. Motorol (India) Ltd.
Sir, I have gone through the draft copy of the sale deed to be made between M/s Motorol (India) Ltd (In Liquidation) through the official liquidator (as Vendor) and M/s. R.H. Developwell Pvt. Ltd (as Purchaser).
My opinion is sought for reviewing the said draft, making nay corrections if necessary and approving the draft of the said deed. I have accordingly reviewed and vetted the draft as provided by you and made necessary corrections which were required and deemed fit by me. The corrected draft is as per the terms and conditions of the official liquidator and order passed by the Hon'ble High Court.
A copy of the draft of sale deed as reviewed, vetted, corrected and approved by me is attached herewith. The said draft bears the seal of "Jani and Co.," at every page.
Please feel free to contact us for any further clarifications."
Whereas the subsequent report / opinion dated 7.12.2011 reads thus:-
"Date:-
07-12-2011 To, The Official Liquidator, Jivabhai Chambers, Ashram Road, Ahmedabad Sub:-
Opinion about the Draft of Sale Deed in the matter of M/s. Motorol (India) Ltd.
Ref:
[1] Our Legal Opinion dated 17/11/2011 issued in respect of above matter [2] Your reply dated 30/11/2011 bearing Ref. No.OL/M/s Motorol (India) Ltd./6717/2011 Sir, With reference to your letter dated 30/11/2011 suggesting certain changes in the draft sale deed submitted by us, we would like to state that we have made the changes accordingly.
A copy of the corrected Draft of Sale Deed is attached herewith. The said Draft bears the Seal of "Jani & Cc." at every page.
Please feel free to contact us for any further clarifications."
5. Along with the said report / opinion dated 7.12.2011 the photo copy of the draft sale deed which bears the seal of the solicitor is placed on record. Mr. Yadav, learned advocate for the applicant has, as aforesaid submitted that the said draft sale deed is found to be in order by the office of OL as well as by the solicitor on the panel of the office of OL and he has therefore requested that the OL may be permitted to execute sale deed as per the draft sale deed at pages 16 to 25 of present report.
6. In view of the aforesaid details the permission is granted on the condition that the OL shall cause inclusion of appropriate clause in the final sale deed clarifying that all the terms and conditions contained in the sale confirmation order and tendered documents shall form part of the final sale deed and will be deemed to have been included in the sale deed and shall continue to bind the parties to the agreement.
7. Another clause clarifying and declaring that the terms and conditions mentioned in the sale deed are in addition to and not in exclusion of the terms and conditions contained in the sale confirmation order and the tender document, shall also be included in the final sale deed.
8. On the aforesaid condition the request as prayed for in paragraph No.5(A) is granted.
With the aforesaid clarification and direction the report stands disposed of.
(K.M.THAKER,J.) Suresh*