- 1 - NC: 2025:KHC:11691 CA No. 22 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 20TH DAY OF MARCH, 2025 BEFORE THE HON'BLE MR JUSTICE M.G.S. KAMAL COMPANY APPLICATION NO. 22 OF 2025 BETWEEN: OMKARA ASSETS RECONSTRUCTION PRIVATE LIMITED (A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956, REGISTERED AS A SECURITIZATION AND ASSETS RECONSTRUCTION COMPANY, PURSUANT TO SECTION 3 OF SARFAESI ACT, KOHINOOR SQUARE, 47TH FLOOR, N.C.KELKAR MARG, R.G. GADKARI CHOWK DADAR (WEST), MUMBAI 400 028 REP. BY RITESH SAWANT, CHIEF MANAGER. …APPLICANT (BY SRI. T P MUTHANNA.,ADVOCATE) AND: THE OFFICIAL LIQUIDATOR OF M/S. BPL ENGINEERING LIMITED (IN LIQUIDATION) ATTACHED TO HIGH COURT OF KARNATAKA "CORPORATE BHAVANA" NO. 26-27 12TH FLOOR, RAHEJA TOWERS M.G. ROAD, BENGALURU-560 001 …RESPONDENT (BY SRI. JAGADEESHGOUD PATIL, OFFICIAL LIQUIDATOR) Digitally signed by SUMA B N Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:11691 CA No. 22 of 2025 THIS COMPANY APPLICATION IS FILED UNDER SECTION 151 OF CIVIL PROCEDURE CODE R/W SECTION 6 R/W SECTION 9 OF THE COMPANY (COURT) RULES 1959, PRAYING TO PERMIT REDUCTION OF RESERVED MINIMUM PRICE FIXED FOR SALE OF THE SECURED ASSETS BY 10 PERCENT I.E., RS.183.38 CR. TO RS.165.05 CR. AND ETC., THIS COMPANY APPLICATION ON FOR ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE M.G.S. KAMAL ORAL ORDER Present application is filed by the applicant under Section 151 CPC read with Rule 6 and 9 of the Company (Court) Rules, 1959 seeking permission to reduce the reserved minimum price fixed for the sale of secured assets by 10% i.e., Rs.183.38 crores to Rs.165.05 crores. 2. This Court by order dated 14.03.2025 on hearing the counsel for the Official Liquidator and the counsel for the applicant herein had passed the following order; "This application if filed by Omkara Assets Reconstruction Private Limited seeking permission to reduce the base price for the purpose of conducting auction of the land and building and plant and machinery. It is pointed out that on an earlier occasion a meeting was held between the official liquidator and all the stake holders in which the base price was arrived with regard to land and building at Rs.180 crores and Rs.3.38 crores with regard to plant and machinery. It was further agreed that a sum of 7.5% of the aforesaid sale proceed will be kept aside - 3 - NC: 2025:KHC:11691 CA No. 22 of 2025 for the purpose of paying the dues of provident fund and workers. 2. The present application which is filed seeking further reduction of base price, according to the official liquidator, would further reduce the proportion of payment to be made towards provident fund and workers as made earlier. 3. In the circumstances official liquidator suggests that if the applicant gives an undertaking that not withstanding reduction of base sale price if an amount equivalent to 7.5% calculated on the earlier base amount is reserved and undertaken to be provided, he may not have objection to the reduction of price of base price as sought for. 4. In response, Sri.T.P.Muthanna, learned counsel appearing for the applicant seeks short accommodation to seek instructions and to file undertaking in that regard. 5. List this matter on 17.03.2025." 3. In response thereof, present affidavit dated 20.03.2025 of one Mr.Ritesh Sawant, Chief Manager of applicant-company is filed which reads as under; "I state that the above application filed by the Applicant seeking reduction of reserved minimum price fixed for sale of secured assets by 10% to Rs.165.05 Crores, came up for hearing before this Hon'ble Court on 14.03.2025. The Respondent, Official Liquidator, submitted before the Hon'ble Court that as per the order dated 12.09.2024 passed by the learned Single Judge in CA No. 33/2024, basing on the terms & conditions mentioned in the Joint Memo filed by the secured creditors and Respondent that the reserve price of land & building will be fixed for minimum of Rs. 180 Crores and plant & machinery will be fixed for minimum of Rs. 3.38 Crores. It was decided further - 4 - NC: 2025:KHC:11691 CA No. 22 of 2025 that 7.5% of total sale proceeds will be kept aside with lenders and same will be released or deposited with the Official Liquidator as & when asked to meet the dues of EPFO & workmen. Hence, the Respondent submitted that even if the secured assets are sold for less than the reserved minimum price fixed for sale of secured assets for Rs.183.38 Crores, the Applicant is bound to deposit 7.5% of the said reserved minimum price stated above. Further, the Hon'ble Court, after hearing the parties, has directed the Applicant to file an Affidavit, undertaking to keep aside the said amount from the sale proceeds of secured assets. Hence, this Affidavit. 3. I state that in view of the difficulties confronted by the Applicant to auction the secured assets for the reserved minimum price fixed as per the Joint Memo stated in the application, the Applicant could not auction the secured assets on earlier two occasions. The Applicant will be able to sell the secured assets only if the reserved minimum price fixed is reduced. 4. I state that the Applicant undertakes to keep aside 7.5% of reserved minimum price fixed for sale of the secured assets If the secured assets are sold for less than the above said reserved minimum price fixed, i.e. Rs.183.38 Crores. (Rupees One Hundred Eighty Three Crores and Thirty Eight Lakhs Only). 5. I state that after the sale of the secured assets, 7.5% of reserved minimum price fixed for secured assets will be kept aside and the same shall be released or deposited with the Official Liquidator as & when asked for to meet the dues of EPFO and workmen. The distribution of sale proceeds received from the sale of movable and immovable assets will be as per the waterfall mechanism of the Companies Act, 1956. Further, in case the occasion arises for further reduction of reserved minimum price fixed, the secured assets will be sold on the terms & conditions to be decided by the Applicant only. - 5 - NC: 2025:KHC:11691 CA No. 22 of 2025 6. I respectfully pray that this Hon'ble Court may be pleased to pass appropriate orders basing on this Affidavit to keep aside 7.5% of the reserved minimum price fixed for secured assets as stated above, to release the same to the Respondent as & when called for to meet the dues of EPFO & workmen and to permit the Applicant to conduct e- auction of secured assets for reduced price than the reserved minimum price fixed as per Joint Memo on the terms & conditions fixed by the Applicant only, in the interest of justice. 4. Counsel for the Official Liquidator submits that though the terms of the affidavit is acceptable except the second sentence found at para 5 of the affidavit providing for "the distribution of Sale proceeds received from sale of movable and immovable assets will be as per the waterfall mechanism of Companies Act, 1956". 5. In response, learned counsel for the applicant submits that a corrected affidavit with deletion of said sentence will be filed in due course. 6. It is clarified that notwithstanding the permission to reduce the reserved minimum price fixed for the sale of secured asset by 10% i.e., Rs.183.38 crores to Rs.165.05 crores, the applicant shall keep aside an amount equallent to 7.5% calculated on the basis of the minimum price that was agreed earlier at Rs.183.38 crores. - 6 - NC: 2025:KHC:11691 CA No. 22 of 2025 7. In that view of the matter, taking on record submissions made by the parties as above and permitting to file corrected affidavit, application is allowed in terms of the affidavit dated 20.03.2025 as noted above. Sd/- (M.G.S. KAMAL) JUDGE RU List No.: 1 Sl No.: 53