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Vedica Procon Private Limited v. Balleshwar Greens Private Limited & Others

Civil Appeal · Neutral citation not assigned (Civil Appeal No. 6165 of 2015)Decided 13 Aug 2015
Civil Appeal No. 6165 of 2015
Justice J. Chelameswar · Justice Abhay Manohar Sapre

Background

A company under winding-up in the Gujarat High Court had its freehold land put up for a court-supervised auction with an upset price of Rs. 55 crores. After competitive bidding, the appellant, Vedica Procon, emerged as the highest bidder at Rs. 148 crores, beating the respondent's second-highest bid, and the High Court's order accepted this highest bid; the official liquidator then treated the sale as confirmed and accepted part-payment from the appellant. The unsuccessful respondent later tried to get the sale order recalled, and the matter escalated through the High Court before reaching the Supreme Court.

Decision Breakdown

The Supreme Court held that there is no fixed format requiring the word "confirmed" for a company court's sale order to count as a confirmation: the overall circumstances mattered more than the exact wording used. It found that because no stakeholder had objected to the price at the time, the liquidator's own letter treated the sale as confirmed, part-payment was accepted without objection, and the unsuccessful bidder withdrew its deposit without protest, the sale to the appellant was effectively and validly confirmed by the original order. The Court also rejected the argument that a later change in the appellant company's shareholding pattern should invalidate the sale, noting this ground was raised only as an afterthought once the property's value had evidently risen, and that allowing such post-hoc challenges would undermine the sanctity of court-supervised sales. It allowed the appeals, with costs.

Lesson Learnt

Once a court-ordered sale has effectively been treated as final by all parties, through acceptance of payment, lack of timely objection, and conduct consistent with confirmation, a disappointed bidder cannot later reopen it just because the asset's value has since increased.

Official source (sci.gov.in)View Judgment (PDF)

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