1992 (7) TMI 248 - HC - Companies Law

Custody of company s property, Winding up - Powers of liquidator, Sale to be subject to confirmation by court

Issues Involved:
1. Confirmation of sale of company property.
2. Objections to the sale process.
3. Legal authority and duties of the official liquidator.
4. Rights of creditors and contributories.
5. Compliance with the Companies Act and Companies (Court) Rules.

Detailed Analysis:

1. Confirmation of Sale of Company Property:
The core issue revolves around the confirmation of the sale of 23 acres and 66 cents of land belonging to Golden Films Pvt. Ltd. Initially, the sale was directed by a single judge to Mrs. B. Sakunthala for Rs. 22 lakhs, but she failed to pay. Subsequently, the property was ordered to be sold to the Central Warehousing Corporation for Rs. 20 lakhs, which was less than other offers. The Corporation paid Rs. 5 lakhs upfront but delayed the remaining Rs. 15 lakhs, paying it in instalments.

2. Objections to the Sale Process:
The appellant raised several objections, including:
- Concessions shown to the Corporation by the official liquidator.
- Arbitrary delivery of possession in parcels.
- Payments made from the income of the property.
The appellant cited the Supreme Court decision in *Navalkha and Sons v. Ramanya Doss* and *Amba Tannin and Pharmaceuticals v. Official Liquidator* to argue that the sale required court confirmation.

3. Legal Authority and Duties of the Official Liquidator:
The judgment emphasized that under Section 456 of the Companies Act, 1956, the liquidator takes custody but does not own the property. Section 457 grants the liquidator powers to sell the property with court sanction. The liquidator must obtain court approval for any sale and is subject to the control of the court as per Section 457(3).

4. Rights of Creditors and Contributories:
Creditors and contributories have the right to challenge the liquidator's actions under Section 460(6) of the Companies Act. The judgment noted that the liquidator's actions without court sanction, such as delivering possession in parcels and accepting instalment payments, provided grounds for creditors and contributories to object.

5. Compliance with the Companies Act and Companies (Court) Rules:
Rule 272 of the Companies (Court) Rules, 1959, mandates that sales by the liquidator require court confirmation. The judgment cited the Gujarat High Court decision in *Universal Dyestuff Industries Ltd., In re* to support the necessity of court confirmation for sales to ensure no irregularity or fraud occurs.

Conclusion:
The High Court found that the company judge erred in concluding that no confirmation was needed because the sale had been ordered by the court. This interpretation effectively negated the rights of creditors and contributories to challenge the sale. The court remitted the case for rehearing and decision on whether to confirm the sale, emphasizing the need for adherence to legal provisions and court rules. The appeals were allowed, and the impugned order was set aside. The case was sent back to the company judge for a decision in accordance with the law. No costs were awarded, but the hearing fee for the liquidator's counsel was fixed at Rs. 2,500.

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