Property sold by Limited company
Querist :
Anonymous
(Querist) 23 April 2011
This query is : Resolved
Dear Sir,
Limited company has sold their property to individual with due consideration. But individual have not made title deed but taken only power of attorney. After a period laps, company have struck off their name. Now power of attorney holder want to sold this property. Is there any legal complexity on registration of sale to other party ?
Please advise
R.Ramachandran
(Expert) 23 April 2011
When did the transaction take place?
What do you mean when you say, "company have struck off their name" - the name of the company was struck off from where?
Guest
(Expert) 23 April 2011
The question needs clarification about the term "company have struck of their name." Whose names have been struck off?
Whether the company has been closed on cancellation of registration or the company has cancelled the Power of Attorney for the person whom the property was sold?
Querist :
Anonymous
(Querist) 23 April 2011
Sir,
Company was struck off from ROC and now therefore sale deed can not be executed on behalf of the company and no signatury available to sign as director.
Company closed by share holder under scheme announced by ROC in 2005 to struck off non-working company like easy exit scheme continued right now.
No, power of attorney not cancelled. it is due and in order.
thanks and awaiting
Advocate. Arunagiri
(Expert) 23 April 2011
The company's property should have been disposed before the windup. Get the status of your property from the company authorities. When there are liabilities the company ought to clear that then only the company can wind up.
bhagwat patil
(Expert) 24 April 2011
what about the consideration how the POA holder will pay and to whom the consideration amt.of the property after sale.for selling fixed assets the permission of ROC is required in 2005 ROC asked all non working co.for discloses if co. have disclosed about POA it will valid provided the consideration should be distributed as winding up rules.
R.Ramachandran
(Expert) 24 April 2011
Dear Anonymous,
You have not answered the question, "When did the transaction take place?"
Querist :
Anonymous
(Querist) 24 April 2011
Sir Ramchandran,
transaction of sale through power of attorney taken place before application made for struck off of name on july 2005. Consideration received which had been used to paid off all pending liabilities to creditors. No mortgage or other charge was registered with ROC. Power of attorney given against sale consideration received of such property and company has nil its value in books of account by crediting such sale consideration
Querist :
Anonymous
(Querist) 24 April 2011
Shri Dhingra Sir,
Company struck off is the party who has given their property right to third party. Against this right party has paid consideration by which value of property NIL in co. 's books of accounts. Now power of Attorney Holder (third party) want to sale to some other person.
Hope the matter is clear.
Thanks to help and clerify
Querist :
Anonymous
(Querist) 24 April 2011
Sir Arungiriji,
There was no charge was registered on co. 's name by any party or no wher it was mortgage
Guest
(Expert) 24 April 2011
With reference to your clarifications, if the winding up resolution by the Board of Directors don't make any mention about the disposal of the property for which the POA was issued, then there should not be any hitch in dsposal of the property by the POA holder and to keep the proceeds, if already deposited some consideration as a cost for the property in to the company accounts.
However, if no cost of the property was paid to the company before winding up and simple power of attorney was granted to the POA holder, as agent of the company, to sell the property on behalf of the company and the cost was due to be deposited, then shareholders right cannot be overruled in the sale proceeds of the property. The sale in that case may become disputable.
R.Ramachandran
(Expert) 24 April 2011
Dear Experts,
Let us understand the issue. A company, sold of its property after receiving the consideration in the year 2005. Instead of getting the sale deed executed in his favour, the purchaser has only obtained a General Power of Attorney giving power to sell the property on behalf of the company and to execute the Sale Deed.
The intention of the purchaser is to avoid stamp duty, and to directly execute a sale deed in favour of a fresh purchaser, so that the fresh purchaser would bear the stamp duty, and the original purchaser will only pocket the profit in the transaction.
The original purchaser could have done it even now, but for the fact that unfortunately, the Company which granted the Power of Attorney is not in existence any more and the Querist rightly feels that when the Company itself is not in existence, whether the GPA granted by it will be valid.
At best, the GPA holder should first get the Sale Deed executed now, on the basis of the GPA in his hand, in his own favour by paying the necessary stamp duty. Thus, he will be regularising the sale transaction. The Company having been dissolved cannot now turn around and question the deal. If it does, then the GPA holder can claim his authority through the GPA. HE HAS NO OTHER GO EXCEPT DOING THIS.
