( 1 ) BOTH these appeals are filed against the order dated 29-1-1998 passed by the learned company judge dismissing c. a. No. 64 of 1997 (in co. P. No. 17 of 1989 ). 1. 1. O. s. a. No. 6 of 1998 is filed by bpl limited, the purchaser of the assets of inter modal transport technology system (karnataka) limited, being aggrieved by the rejection of co. A. No. 64 of 1997, filed by ksiidc limited. 1. 2. O. s. a. No. 7 of 1998 is filed by RAJ kotak, an ex-director of inter modal transport technology system (karnataka) limited. He has not challenged the order dismissing co. A. No. 64 of 1997, but contending that the company court ought have held that the sale in favour of bpl limited, was void even on the ground of irregularities in the sale. He has also challenged the following observations recorded by the learned company judge in the course of the order: (i) that the company and its directors have made every effort to nullify the sale by filing writ petitions repeatedly and such, conduct will not entitle them to any indulgence in the hands of the court; and (ii) that the process of sale of the assets of the company by ksiidc and the purchase by bpl is proper and does not call for interference. 1. 3. As the ranks of parties differ in the two appeals, for convenience, the parties will be referred to as follows: bpl limited (appellant in o. s. a. No. 6 of 1998 and 4th respondent in o. s. a. No. 7 of 1998) will be referred to as 'purchaser' or 'bpl'; M/s. Inter modal transport technology system (karnataka) limited will be referred to as the 'company when referred with reference to the period upto the date of order of winding (31-10-1996) and as 'the company in liquidation' when referred with reference in any date subsequent to the order of winding up dated 31-10-1996. The secured creditor (karnataka state industrial investment development corporation limited) which is the second respondent in both appeals will be referred to as ksiidc or the 'corporation'. Raj kotak (third respondent in o. s. a. No. 6 of 1998 and appellant in o. s. a. No. 7 of 1998) will be referred by as 'ex-director of the company". 1. 4 in this Order, the Companies Act, 1956 will be referred to as 'companies Act'; the sick industrial companies (special Provisions) Act, 1985 will be referred to as 'sics act'; and the state financial corporation Act, 1951 will be referred as 'sfc act'. The board for industrial and financial reconstruction will be referred to as 'bifr' and the appellate authority for industrial and financial reconstruction will be referred to as 'aaifr'.

( 2 ) THE company secured its assets in favour of ksiidc as security for repayment of amounts advanced by ksiidc to the company. Canara bank and Karnataka state financial corporation [ksfc] are the other two secured creditors of the company. An unsecured creditor of the company [pradeep industrial corporation] filed a winding up petition against the company in company petition No. 17 of 1989, on 21-1-1989 under Section 433 (e) and (f) of the Companies Act, 1956 [for short, 'the Companies Act']. Three other unsecured creditors of the company had also filed petitions for winding up in co. P. Nos. 63 of 1988, 41 and 42 of 1990.

( 3 ) IN a reference made by the company under Section 15 (1) of the sics act (registered as case No. 28 of 1989), bifr made an order dated 7-11-1989 holding the company to be a sick industrial company under Section 3 (l) (o) of sics act and appointing a special director to look after the company's financial and other interests. By the said Order, bifr also granted permission to ksiidc to take over the assets of the company under Section 29 of sfc act. Accordingly ksiidc took possession of the secured assets of the company on 1-12-1989, in exercise of its power under Section 29 of the sfc act.

( 4 ) IN view of pendency of the said reference before bifr, further proceedings in the petition for winding up were stayed. On 26-8-1993, bifr recorded its final opinion