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Interpretation of the powers of liquidators in a voluntary winding up under sections 457 and 512 of the Companies Act, 1956. Analysis: The judgment deals with the question of whether the liquidators of a company in voluntary liquidation have the authority to sell the company's assets without the sanction of the court. The petitioners, acting as liquidators of the company in voluntary liquidation, sought to sell the company's properties to a specific buyer. The purchasers insisted on court sanction for the sale, while the liquidators argued that such sanction was not required under the relevant provisions of the Companies Act, 1956. The key provisions under consideration were section 457, which outlines the powers of a liquidator in a winding up by the court, and section 512, which delineates the powers and duties of a liquidator in a voluntary winding up. Section 457 empowers the liquidator to sell the company's properties with the sanction of the court, among other powers. On the other hand, section 512 provides the liquidator with certain powers in a voluntary winding up, subject to different conditions based on the type of winding up. The court analyzed the language of section 512(1)(b) and the interplay between the provisions of a members' voluntary winding up and a creditors' voluntary winding up. The court concluded that the requirement for court sanction under section 457 for a liquidator in a winding up by the court does not automatically extend to a liquidator in a members' voluntary winding up. The court emphasized that the language used in the Act was crucial in determining the necessity of court sanction for the exercise of powers by the liquidator. Furthermore, the court referred to the provisions of the Indian Companies Act, 1913, and the English Companies Acts to support its interpretation of the relevant sections of the Companies Act, 1956. The court highlighted the distinction in language used in different Acts but ultimately emphasized the consistent interpretation of the requirement for court sanction in a voluntary winding up scenario. Ultimately, the court held that, based on a holistic reading of section 512 and considering the beneficial nature of the sale, the liquidators did not need court sanction for the sale of the company's properties in a voluntary winding up. The court exercised its powers under section 518 of the Companies Act, 1956, to sanction the sale, considering its benefits to the company and its members. The court did not make any order regarding costs, as the parties had already reached an agreement on the matter.
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