Reserved on 26.05.2022 Delivered on 30.06.2022 Court No. - 10 Case :- COMPANY PETITION No. - 74 of 1999 Petitioner :- In The Matter Of Auto Tractors Ltd. Counsel for Petitioner :- Vishnu Sahai,A.C.Srivastava,Anil Kumar Srivastava,Anupam Tripathi,Arun Prakash,Arvind Kr. Goswami,Ashok Kumar Pal,Ashutosh Gupta,Ayub Khan,Bhupeshwar Dayal,Brijesh Kr. Pandey,D.D. Chauhan,G.N. Sharma,Gaurav Srivastava,H.N.Sharma,Jainendra Kumar Mishra,K.B. Srivastava,Kartikeya Saran,Krishan Agarwal,Laxmi Kant,O.P.Mishra,Pankaj Agarwal,R.B.Pradhan,Rajeev Sen,Rajesh Kumar,Rajesh Kumar Shukla,Rama Shankar Mishra,Rama Shanker Mishra,Ramji Yadav,S.C. Kushwaha,S.R. Yadav,Sanjay Mishra,Sujeet Kumar Singh,U.N.Sharma,V.K. Shukla,Vijay Krishna Majumdar,Vishnu Sahai,Vivek Raj Singh Counsel for Respondent :- V.N. Tandon,A.K.Mehrotra,Arun Prakash,Ashish Agrawal,Ashok Mehta,Ashwani Kr.Misra,C.S.C.,D.S. Singh,Dinesh Kakkar,I.M. Kushwaha,J. Nagar,J.P. Kushwaha,K.P.S. Kaushik,Lal Mani Singh,Mahboob Ahmad,Narendra Mohan, O.L. Rajneesh Kumar Singh, O.L. Sanjay Bose,O.L. O.P. Sharma,O.L.M.K. Bagri,O.P. Mishra,P.C. Shukla,P.S. Baghel,Pawan Kumar Tiwari,Pratik Kumar,R.S. Mishra,Raj Nath N.Shukla,Rajesh Kumar Singh,Rakesh Mishra,Ram Shankar Sharma,Ram Sheel Sharma, Subodh Kumar,Vishal Kakkar,Y.N. Tandon Hon'ble Rohit Ranjan Agarwal,J. 1. Heard Sri Ashok Mehta, learned Senior Advocate appearing for the Official Liquidator, Sri Manish Goyal, learned Additional Advocate General for the State, Sri Pratik J. Nagar, learned counsel for Life Insurance Corporation of India, Sri O.P. Mishra, learned counsel for Kotak Mahindra Bank, Sri Ashish Agarwal, learned counsel appearing for UPSIDA and Sri Virendra Kumar Dwivedi, Advocate holding brief of Sri Arun Prakash, learned counsel for the Bank of Baroda. 2. The Company under liquidation i.e. M/s. Auto Tractors Limited (hereinafter called as ‘ATL’) was incorporated in the year 1972 under the provisions of Indian Companies Act, 1956 (hereinafter called as ‘Act of 1956’). The certificate of incorporation issued by Registrar of Companies COMPANY PETITION No. - 74 of 1999 [2] was 3654 of 1972. The nominal share capital of ATL was Rs.7,50,00,000/- divided into 75,00,000 equity shares of Rs.10/- each. All the shares were held by Government of Uttar Pradesh and is hundred per cent Government company as defined under Section 617 of Act of 1956. 3. The State Government for the planned industrial growth and development of District Pratapgarh, issued notification under Section 4(1) read with Section 17(4) of Land Acquisition Act, 1894 (hereinafter called as ‘Act of 1894’) on 23.07.1976 for acquiring land. Thereafter, notification under Section 6 was published on 24.07.1976. 4. On 09.03.1977, an indenture was executed between the Government of U.P. and U.P. State Industrial Development Corporation, now U.P. State Industrial Development Authority (hereinafter called as ‘UPSIDA’) and the land so acquired was transferred. Subsequently, on 30.10.1981, a tri party agreement was executed between the Governor, State of U.P., UPSIDC and ATL, wherein it was agreed that total area of 97.92 acres of land acquired by State which was transferred to UPSIDC was now given to ATL. The Company was to utilise the land for industrial growth and development of Pratapgarh. 5. Apart from the 97.92 acres of land given to ATL through tri party agreement on 30.10.1981, the Company has 15.70 acres of land from the State Government. 6. As the Company was facing losses, the Government of Uttar Pradesh closed the Company on 20.11.1990. The Government entered into a joint venture with one M/s. Sipani Automobiles Limited, Bangalore on 19.03.1991. According to the joint venture, M/s. Sipani Automobiles was to bring capital of Rs.555 lacs, out of which Rs.455 lacs was to be retained in ATL as interest bearing unsecured loan. However, M/s. Sipani Automobiles Limited only paid Rs.100 lacs. Hence, no shares were transferred as Rs.455 lacs remained unpaid. COMPANY PETITION No. - 74 of 1999 [3] 7. As ATL was in financial crunch, the present winding up proceedings were initiated by one Wazir Chandra Malik, and this Court vide order dated 03.04.2001 appointed provisional liquidator. A recall application was moved and this Court on 08.05.2002 rejected the same and passed winding up order and directed the Official Liquidator to take over the assets and records of the Company. Further, the Court directed for the advertisement under Rule 24 of Companies (Court) Rules, 1959. On 14.02.2003, the Court appointed Official Liquidator as liquidator, and he was directed to take possession of the assets of the factory. On 23.02.2003, the Official Liquidator took possession as directed by the Court. 8. The assets of the Company were got valued in the year 2003, 2007 and 2010. The valuation submitted are as under:- A. Valuation Details as per the Valuation Report Dated 10.04.2003 1 Land 88125045.00 88125045.00 88125045.00 2 Building Structure 105702587.00 54268214.13 40701160.59 3 Plant & Machinery 316126675.68 64156454.19 32078227.09 4 Misc Assets 11100000.00 5550000.00 2775000.00 5 Misc Furniture & Fixture 875000.00 437500.00 218750.00 Total 521929307.68 212537213.32 163898182.68 B. Valuation Details as per Valuation Report Dated 22.11.2007 Particulars Assessed Value Realizable Value 1. Land Rs.13,30,36,000.00 Rs.10,64,28,800.00 2. Civil Work Rs.7,06,69,762.00 Rs.5,65,35,810.00 3. Trees Rs.5,33,000.00 Rs.4,26,400.00 Total Rs. 20,42,38,762.00 Rs.16,33,91,010.00 S. No. PARTICULARS AREA OF LAND VALUE AS PER CIRCULAR VALUE AS PER MARKET VALUE 1. Factory Land Including open land & School Land 380480 Sq. Mt. Rs.45,65,76,000/ - Rs.9,51,20,000/- COMPANY PETITION No. - 74 of 1999 [4] 2. Tanga Coloney Land 21690 Sq. Mt. Rs.2,71,12,500/- Rs.54,22,500/- 3. Factory Construction including School & Residential Block - Rs.7,06,69,762/- Rs.565,35,810/- 4. Plant & Machinery - Rs.5,06,25,500/- Rs.5,00,00,000/- 5. Trees - Rs.5,33,000/- Rs.4,50,000/- 6. Grand Total Rs.20,75,28,310 /- 9. The property of the Company which included land, building, plant and machinery was advertised five times and put on sale but the same could not be sold as no party made bid to purchase the property of Company in liquidation. Advertisements were published in newspapers during the period 2006-2008 disclosing the reserve price, chart of which is extracted hereasunder:- YEAR 2006 S. No. Particulars Reserve Price (In Rs) 1. Land & Building Plant & Machinery 19,00,00,000.00 6,80,00,000.00 FEBRUARY 2007 2. Factory Land Tengua Colony Land Factory Building Tengua Colony Building Plant & Machinery 11,83,06,000.00 1,47,30,000.00 5,28,31,012.00 1,78,38,750.00 6,80,00,000.00 APRIL 2007 3. Plant & Machinery (Only) 6,80,00,000.00 March 2008 4. Factory Land Tengua Colony Land Factory Building Tengua Colony Building Plant & Machinery 11,83,06,000.00 1,47,30,000.00 5,28,31,012.00 1,78,38,750.00 6,80,00,000.00 APRIL 2008 Factory Land Tengua Colony Land Factory Building Tengua Colony Building 11,83,06,000.00 1,47,30,000.00 5,28,31,012.00 1,78,38,750.00 COMPANY PETITION No. - 74 of 1999 [5] Plant & Machinery 6,80,00,000.00 AUGUST 2008 Factory Land Tengua Colony Land Factory Building Tengua Colony Building Plant & Machinery 11,83,06,000.00 1,47,30,000.00 5,28,31,012.00 1,78,38,750.00 6,80,00,000.00 10. After the property was revalued on 17.03.2010, an offer was received by Official Liquidator from one Nissaa Enterprises Limited for purchase of plant and machinery for Rs.5,10,00,000/-. This Court on 29.11.2010 confirmed the sale of plant and machinery in favour of Nissaa Enterprises. On 13.12.2010, the possession of plant and machinery was handed over to its purchaser i.e. Nissaa Enterprises. 11. Thereafter, on 16.12.2011, a valuation report in regard to land of the Company was submitted by District Magistrate, which is as under:- S. No. LAND SITUATED AT AREA OF LAND VALUE AS PER CIRCLE RATE 1. Badhanpur Town Area 30.719 Hectare or 307190 Sqmtr. 43,48,45,000.00 2. Bhupia Mau 9.8280 Hectare or 98280 Sqmtr. 9,82,80,000.00 3. Village Tengua 2.1690 Hectare or 21690 Sqmtr. 6,50,70,000.00 Total 59,81,95,000.00 12. Meanwhile, after the sale of plant and machinery, claims were invited, which were received from the secured creditors, unsecured creditors, Government and workmen. The Claim Committee adjudicated the claim and submitted its report on 21.10.2015, a summary of which is as under:- S. NO. PARTICULARS CLAIM AMOUNT ADMITTED AMOUNT 1. Admitted amount of E.P.F. Commissioner Rs.72,86,957.00 Rs.22,81,087.00 COMPANY PETITION No. - 74 of 1999 [6] 2. Admitted E.P.F. amount of Workmen Rs.82,48,314.00 3. 621 Workmen Rs.41,71,70,048. 00 Rs.12,53,28,065. 00 4. Secured Creditors (First Charge on Raw Materials, Finished Goods, Stores, Book Debts L.C. etc.) Rs.61,56,12,235. 00 Rs.49,55,03,110. 00 5. Secured Creditors (First Charge on Fixed Assets) Rs.2,75,27,236.0 0 NIL 13. This Court on 03.05.2017 allowed the claims determined by Claim Committee and the Official Liquidator distributed the interim dividend to secured creditors including EPF Commissioner and 621 workmen, summary of which is extracted hereasunder:- S. No. Claimant/ Creditor Claim Amount Admitted Amount Interim Dividend Paid 1. EPF Commissioner 72,86,957.00 22,81,087.00 22,81,087.00 2. 621 Workmen 41,71,70,048.0 0 12,53,28,065. 00 3,84,86,486.0 0 3. State Bank of Bikaner and Jaipur 15,25,30,726.0 0 3,24,21,601.0 0 18,805.00 (transferred to ROC as Unpaid Divident) 4. Bank of Baroda 41,97,92,885.0 0 41,97,92,885. 00 2,43,472.00 5. Kotak Mahindra Bank Ltd. (SBI) 4,32,88,624.00 4,32,88,624.0 0 25,108.00 (transferred to ROC as Unpaid Dividend) Total Amount 104,00,69,240. 00 62,31,12,262. 00 4,10,54,958.0 0 14. The State Bank India, State Bank of Bikaner and Jaipur, Bank of Baroda having charge only on stock, which according to valuation report for Rs.2,81,00/-. Therefore, the three banks were to be paid as under:- COMPANY PETITION No. - 74 of 1999 [7] (a) Bank of Baroda - Rs.2,43,472/- (b) State Bank of Bikaner and Jaipur, - Rs.18,805/- (now merged with State Bank of India) (c) Kotak Mahindra Bank Limited (assignee of State Bank of India) - Rs.25,108/-. 15. As the State Bank of Bikaner and Kotak Mahindra Bank did not come forward to collect their interim dividend, the amount was deposited by the Official Liquidator with Registrar of Companies, Kanpur on 19.02.2019 as unpaid dividend. Remaining amount of all three banks mentioned above was treated as unsecured loan, according to the judgment of the Apex Court rendered in case of SIDCO Leather Ltd. 16. Against the declaration of interim dividend by Official Liquidator based upon the Claim Committee report dated 21.10.2015, two company appeals being Appeal No. 05 of 2016 and 08 of 2016 were filed by Regional Provident Fund Commissioner and Life Insurance Corporation Ltd. In both these appeals, the appellate Court on 04.12.2017 held that the appeal will be considered after sale of land and plant belonging to the Company. The claim amount of Life Insurance was rejected due to non submission of document. However, the admitted amount of EPF Rs.22,81,087/- has already been paid on 03.01.2018. This Court on 06.07.2018 had directed the Official Liquidator to again get the assets valued. A report was submitted on 13.07.2018. 17. The Official Liquidator on 12.01.2021 received a proposal from Regional Manager, UPSIDA requesting for release of land of the Company in liquidation measuring 97.92 acres in favour of UPSIDA, and the authority was ready to pay entire dues of Company in liquidation amounting to Rs.67.92 crores. The proposal was forwarded to secured creditors/members of the Assets Sale Committee by the Official Liquidator on 14.01.2021 for inviting their objections. A meeting of Assets Sale Committee was also held on 18.02.2021 to discuss the COMPANY PETITION No. - 74 of 1999 [8] proposal of UPSIDA. The Claim Committee on 18.03.2021 redetermined the claim as on 08.05.2002 of all secured creditors based upon the amount proposed to be made available by UPSIDA and appeal filed by LIC, EPF Commissioner, SBI etc. A summary of amount determined by Claim Committee is extracted hereasunder:- S. No. Particulars Total Admitted Amount including 4% interest up to 07.05.2020 1 Workmen (622) Rs.21,73,93,377.57 Total A Rs.21,73,93,377.57 SECURED CREDITORS 2. SBBJ Rs.5,89,89,360.27 3. BOB Rs.11,33,05,784.32 4. Kotak Mahindra Assigned by SBI Rs.8,92,15,712.23 5. UPFC Rs.3,11,82,205.08 6. LIC Rs.1,52,98,837.56 Total B Rs.30,79,91,899.46 GOVT. DUES 7. EPF Commissioner Rs.63,11,060.95 8. Central Excise Rs.1,01,89,058.12 9. Service Tax Rs.16,04,25,086.28 Total C Rs.17,69,25,205.35 UNSECURED CREDITORS 10. Saed Ahmad Rs.38,528.00 11. Vinod Kumar Rs.3,00,355.00 12. Mahendra Nath Rs.9,632.00 13. Jai Vallabh Rs.1,28,828.00 14. Rajendra Bahadur Singh Rs.25,800.00 Total D Rs.5,03,143.00 Total admitted claim including interest @4% A+B+C+D Rs.70,28,13,625.39 Less available surplus disbursed to claimant to earlier Rs.4,10,54,958.00 Total Balance Admitted Claim Payable Rs.66,17,58,667.39 COMPANY PETITION No. - 74 of 1999 [9] 18. On the same date, a meeting of Assets Sale Committee was held to discuss the proposal of UPSIDA, in which representatives of Bank of Baroda, LIC, Kotak Mahindra Bank Limited, State Bank of India were present. During the meeting, the claim determined by the Claim Committee was circulated among the secured creditors/member of Assets Sale Committee, wherein all the members present agreed with the proposal of UPSIDA and recalculation of the claims by the Claim Committee. Written consent dated 02.04.2021 was received from Life Insurance Corporation of India. On 26.03.2021, an affidavit was received from the Bank of Baroda consenting to the proposal. Similarly, the Kotak Mahindra Bank submitted its affidavit dated 05.04.2021, and State Bank of India filed its affidavit in support of the proposal on 31.03.2021. All claims of secured creditors, workmen, unsecured creditors as well as Government department claims were admitted till the date of taking of possession of assets and records, and advertisement of petition i.e. 08.05.2002. Further, interest of 4% has been calculated till 07.05.2020. 19. Official Liquidator after receiving the proposal of UPSIDA, calling of the meeting of the Assets Sale Committee and secured creditors, report of Claim Committee and the written consent of all secured creditors filed its report no. 66 of 2021 on 28.05.2021, with a prayer for allowing the propsal of UPSIDA dated 12.01.2021 with condition that UPSIDA undertakes through an affidavit that all future liabilities with regard to claims of creditors, workmen etc., as well as contributories and any litigation instituted in any court of law shall be dealt and settled by UPSIDA. Further, prayer was made for directing UPSIDA to deposit Rs.67.92 crores and allowing Official Liquidator to hand over the assets of Company as mentioned in the proposal as well as lease deed dated 09.03.1977. It is also prayed that Official Liquidator be allowed to distribute the admitted amount as at 08.05.2002 along with interest up to 07.05.2020 and also to distribute remaining amount of workmen claim as COMPANY PETITION No. - 74 of 1999 [10] settled by Claim Committee on 21.10.2015 as well as 4% interest up to 07.05.2020. 20. A counter affidavit was filed by UPSIDA on 22.09.2021. In the said affidavit, UPSIDA did not accept the conditions which were laid down by the Official Liquidator. It was stated that Official Liquidator must quantify and specify the exact amount of any future liability which may arise afterwards. In absence of any such quantification and specification, it was not possible for UPSIDA to undertake any contingent/future liability. 21. The Official Liquidator filed its reply on 07.02.2022 to the counter affidavit filed by UPSIDA stating therein that the total land held by the Company is 44.044 hectares, out of which only 39.1680 hectares (97.92 acres) was leased out by UPSIDA and a request was made for taking the additional land i.e. 4.876 hectares and the amount which is paid for extra area of land shall be utilised as a reserve amount. 22. On 16.03.2022, UPSIDA filed a claim for a sum of Rs.2,40,84,753/- on the ground that State Government on 02.12.1982 and 03.12.1982 had directed UPSIDA to give a short term loan upto Rs. 1 crore to ATL. The present outstanding as on 28.02.2022 was Rs.2,40,84,753/-. 23. UPSIDA filed a counter affidavit replying the rejoinder affidavit filed by Official Liquidator on 04.04.2022 and categorically stated that it was not in a position to accept any contingent/future liability. It was also stated that UPSIDA is not agreeable to take the land comprising 4.876 hectares and its proposal is only to 97.92 acres. On 05.05.2022, a supplementary affidavit was filed by UPSIDA stating that decision has been taken on 25.04.2022, wherein it has been resolved that if land of ATL is given to UPSIDA, then UPSIDA will accommodate its claim amount in the cost of plot and the application filed for the claim will not be pressed. Copy of the decision taken by the authority has been brought on record as Annexure-1. COMPANY PETITION No. - 74 of 1999 [11] 24. Similarly, on the same day i.e. 05.05.2022, the State Government filed its reply affidavit to the Official Liquidator’s Report No. 66 stating therein that on 20.11.2020 a meeting for discussing industrial development of District Pratapgarh was held, and it was resolved that UPSIDA will make payment of entire claim of creditors of the Company in liquidation, quantifying at Rs.67.92 crores, and UPSIDA shall develop the land released for industrial purpose. The meeting was presided under chairmanship of Commissioner, Department of Infrastructure and Industrial Development. It is specifically mentioned that from the amount deposited by UPSIDA, a corpus fund may be reserved under the orders of the Court for any future liability. A request has also been made for issuing of sale certificate in favour of UPSIDA, and for handing over of the possession within the stipulated period. 25. Sri Ashok Mehta, learned Senior counsel appearing for the Official Liquidator submitted that apart from the movable assets i.e. plant and machinery of ATL, the land and building could not be sold despite best efforts made on earlier five occasions. It was in the year 2021 that UPSIDA came forward with a proposal for clearing all the dues of the Company amounting to Rs.67 crores and odd, and the land which was given to the Company measuring 97.92 acres be released in their favour. 26. According to him, the Claim’s Committee calculated the outstanding claim of both the secured and unsecured creditors, in the meeting held on 18.03.2021 of the Assets Sale Committee, in which all the stakeholders including the secured creditors participated and claim of UPSIDA was considered and was approved in principal. Moreover, all the secured creditors had given their written consent/affidavit in favour of proposal forwarded by UPSIDA. 27. According to him, the State also wants that the land of the Company may be reverted back to UPSIDA on the payment of Rs.67.92 COMPANY PETITION No. - 74 of 1999 [12] crores, so the entire dues of the Company in liquidation are cleared and the land is used for industrial development of the State. According to him, the Official Liquidator has no objection to the proposal, as all the creditors have given their consent in favour of the proposal and only after deposit of money by UPSIDA, the land is to be transferred. He next invited the attention of the Court to page 193 of Official Liquidator’s Report No. 66 which are minutes of the meeting of the Assets Sale Committee held on 18.03.2021, where all the representatives of secured creditors had agreed and signed the proposal. He also invited attention of the Court to the affidavit given by Bank of Baroda on 26.03.2021 wherein revised claim has been accepted by the Bank. 28. Sri Mehta also invited attention of the Court to the meeting dated 20.11.2020 held under the chairmanship of Commissioner, Industrial Development, U.P. wherein decision was taken, pursuant to which, the proposal was made by UPSIDA. He also placed before the Court the original notification under Section 4 read with Section 17(4) of the Act of 1894 by which the land was acquired in the District Pratapgarh for public purpose, namely for planned industrial development through UPSIDC (Now UPSIDA). 29. He next invited the attention of the Court to provisions of Section 546 (1) (ii) and (iii) which envisages for the liquidator to exercise certain powers subject to sanction. The section provides that any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages, against the company, whereby the company may be rendered liable. Relevant provision of Section 546 (1)(ii) and (iii) are extracted hereasunder:- “(ii) make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages, against COMPANY PETITION No. - 74 of 1999 [13] the company, or whereby the company may be rendered liable; or (iii) compromise any call or liability to call, debt, and liability capable of resulting in a debt, and any claim, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or alleged to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or liabilities or the winding up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof.” 30. According to Sri Mehta, Official Liquidator through the Assets Sale Committee considered the proposal/claim of UPSIDA and was thus entering for an arrangement, by which the claims of all the creditors are fulfilled and the land given to the Company through tri part agreement in the year 1981 is reverted back to UPSIDA. 31. According to him, in such type of arrangement, the liquidator is able to satisfy all the claims of the secured creditors with their consent, as well as of the workmen and the land leased out to the Company is reverted back to Government nodal agency. 32. Sri Mehta then contended that UPSIDA should also take up the future liability if arises and any claim is set up by any person after the judgment of this Court. However, on the opposition from the UPSIDA and State, Sri Mehta very fairly conceded the fact that once the property in question was transferred through a sale to UPSIDA, no future liability could be fastened upon UPSIDA nor there is any provision to such effect. However, he submitted that 5% of the amount may be retained by Official Liquidator to meet out any contingent liability if it arises. 33. Sri Manish Goyal, learned Additional Advocate General appearing for the State submitted that initially the land was acquired in 1976 for the planned development through UPSIDC, and an indenture was entered and executed between the State and UPSIDC and the land was transferred. COMPANY PETITION No. - 74 of 1999 [14] Subsequently, the land measuring 97.92 acres through tri part agreement on 30.10.1981 was given to the ATL for establishing a factory. According to him, as the Company was closed down due to losses and the land could not be sold by Official Liquidator despite best efforts, the State Government had proposed to take back the same through its nodal agency i.e. UPSIDA, clearing all the dues of the Company in liquidation amounting to Rs.67.92 acres. As all the secured creditors have given the consent to the proposal of UPSIDA and there is no hindrance on part of any secured or unsecured creditor of the Company, in the best interest of the State as well as the Company, the land may be transferred to UPSIDA upon payment of the amount specified above. 34. He then contended that the sale certificate may be issued instead of sale-deed as it would unnecessarily require payment of stamp duty and the cost will increase, instead a sale certificate would suffice the purpose. He opposed the prayer of Official Liquidator for passing on the liability to the purchaser. According to him, the agreement is to pass on the land subject to payment, free from encumbrance and no liability can be fastened upon UPSIDA, as all the claims settled by the Claim Committee is covered under the amount being paid by UPSIDA. 35. Sri Ashish Agrawal, learned counsel appearing for the UPSIDA submitted that proposal dated 12.01.2021 was considered by Assets Sale Committee on 18.03.2021, wherein all the secured creditors had participated and signed the minutes consenting to the proposal of UPSIDA. According to counsel, UPSIDA is ready to transfer the amount agreed to the tune of Rs.67.92 crores within two weeks from the date of order and Official Liquidator may be directed to hand over the proposed land measuring 97.92 acres within the time fixed by the Court. He laid emphasis to the fact that no liability could be passed on to the purchaser once the sale certificate is issued, as the proposal of UPSIDA is specific that it is ready to clear all the dues of the Company in liquidation as COMPANY PETITION No. - 74 of 1999 [15] agreed to the tune of Rs.67.92 crores and land measuring 97.92 acres to be reverted back. 36. Sri Pratik J. Nagar, learned counsel appearing for Life Insurance Corporation of India very fairly submitted that he will not press the special appeal filed on