1 ca132-11 vai IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.132 OF 2011 IN COMPANY PETITION NO.960 OF 2009 Sublime Agro Limited ....Original Petitioner And Indage Vinters Limited ....Applicant/Ori.Respdt. V/s. The Official Liquidator ....Respondent Mr.Janak Dwarkadas, Senior Counsel with Mr.S.U. Kamdar, Senior Counsel, Mr.Cyrus Ardeshir and Ms.Pooja Patil i/b Kanga & Co. for the Applicant. Mr.Virag Tulzapurkar, Senior Counsel with Mr.Nikhil Sakhardande and Mr.Tapan Deshpande i/b Amarchand & Mangaldas & S.A. Shroff & Co. for the Intervenor – ICICI Bank Ltd. Mr.Kishosre Jain i/b Tushar Goradia with Ms.Abha Gupta for Kotak Mahindra Bank. Mr.V. Jaisingh for the Indus Ind Bank in Company Petition No.777 of 2009. Mr.Sharan Jagtiani with Mr.Vishal Kanade and Ms.Devilee Nigde i/b M/s.Divya Shah & Associates for the Respondent. Mr.Simil Purohit i/b M.Dhruva & Partners (Sublime Agro Ltd.) Mr.Prakash Shinde i/b Vim Vim Enterprises Pvt. Ltd. - Unsecured Creditors. Ms.Swati Deshpande i/b M.Dhruva & Partners for Kamal Mehta – Unsecured Creditors. Ms.Jayamala Raut i/b Juris Consultus for Objector – SICOM Ltd. Dr.T. Pandian, Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATE : 30TH MARCH, 2011. 2 ca132-11 P.C. :- 1. The applicant is the company that is sought to be wound up in the above petition. The applicant/respondent company seeks an order allowing it to sell the bottled wine in its possession, wine lying ready in its tanks at its wineries and bottled imported wine and other imported alcoholic spirits in its possession. It is clarified by Mr.Dwarkadas that the wine lying in the tanks will be sold after being bottled. 2. This application is supported by the secured creditors but is opposed by some of the unsecured creditors. The unsecured creditors do not have any objection to the sale of the wine per-se. They however, are anxious to safeguard their rights by ensuring that the wine is sold at the correct price and that the sale proceeds are protected. I agree. This is the least that the unsecured creditors are entitled to. 3. It was agreed by all the counsel that there is a maximum retail price at which the wine can be sold. The maximum retail price differs from State to State. Mr.Dwarkadas stated that the wine would be sold at the highest MRP possible. In other words, if the wine can be sold at a higher price in a particular State, it would be sold in that State. Needless to add that even though the MRP in a particular State is higher but the wine cannot be sold in that State, it may be sold in the State with the next highest MRP and so on. 4. It is not possible at this stage to ascertain/ensure the highest price that can be recovered from the sale of the wine. The quantities are large. The value of the bottled wine, wine in barrel and imported wine is stated to be about Rs.41.00 crores, Rs.392.00 crores and Rs.2.13 crores 3 ca132-11 respectively. The rights of unsecured creditors can be safeguarded therefore by requiring the applicant/respondent company to inform them and the Official Liquidator in writing of any proposed sale seven working days before the sale is confirmed and/or the stock is despatched and/or the time stipulated in any permit by a State, whichever is less. It would be open to any party including the unsecured creditors, appearing before me to apply in the event of their being aggrieved for any reason regarding such sale. The notices shall be issued to the Official Liquidator and the advocates of the unsecured creditors, appearing in this Court and whose appearances are mentioned in this order. The notices shall contain the details of the price and the stock which is intended to be sold including the quantity and the brand name thereof. In the event of any sale being effected, the applicant/respondent company shall forthwith inform the Official Liquidator and the said advocates of the said unsecured creditors, the details thereof. The copies of the documents pertaining to the sale shall be deposited with the Official Liquidator and the advocates of the unsecured creditors shall be entitled to take copies from the Official Liquidator on payment of costs. 5. The applicant/respondent company is ordered and directed immediately upon receipt of the sale proceeds to deposit the same in this Court and to furnish details of the sale to the Official Liquidator and the said advocates in writing. The sale proceeds to be deposited forthwith in this Court shall be less any statutory dues arising only on account of the sale and the applicant/respondent company is ordered and directed not to utilize such amounts which are deducted for any purpose except for the 4 ca132-11 purpose of discharging such liabilities. The amounts deposited shall be invested by the Prothonotary and Senior Master of this Court in fixed deposits of a nationalized bank initially for a period of three months and thereafter for like periods of three months each till further orders. It is clarified that the reference to the Official Liquidator is only for convenience as I am informed by counsel that the Appellate Court has stayed the appointment of the Official Liquidator. The company application is accordingly disposed of.