JUDGMENT

M.N. Bhandari, J. - These applications have been filed under section 446 of the Companies Act, 1956 (for short 'the Act of 1956') read with Rules 6 and 9 of the Companies (Court) Rules, 1959 (for short 'the Rules of 1959') to seek leave of this Court for confirmation of sale of the properties of ACE Laboratories Limited.

Brief Facts of the Case :

2. The Magma Fincorp Limited filed a suit before Calcutta High Court against ACE Laboratories Limited. The suit was decreed on 28th September, 1999. A Receiver was appointed vide order dated 21st December, 1999 for execution of decree. The Receiver took physical possession of the property. The Calcutta High Court passed an order on 8th February, 2000, 19th September, 2002 and 14th January, 2003 for sale of property by way of public auction.

3. On the other hand, a winding up petition against ACE Laboratories Limited was presented by the creditors before the Rajasthan High Court, Jaipur Bench on 21st December, 2002.

4. In the meanwhile, two advertisements were issued by Receiver appointed by the Calcutta High Court to invite bids of the properties of ACE Laboratories Limited. The auction was made wherein the applicant company remained highest bidder. A Sale Certificate was issued on 28th July, 2003 by the Receiver and possession of plot was also given. The Receiver sent a letter on 02nd September, 2003 to the Rajasthan State Industrial Corporation Ltd.' (RSICL) to record the name of auction purchaser in their record.

5. On 28th November, 2003, the Rajasthan High Court passed an order for winding up of ACE Laboratories Limited. On 10th March, 2005, the Official Liquidator of the Rajasthan High Court wrote a letter to Receiver in regard to sale of properties The Receiver informed about sale of property vide its letter dated 10th May, 2005. The applicant company, in the meanwhile, sold the property to Shree Shakun Agro Products on 12th February, 2007. The Rajasthan High Court dismissed the application preferred by the applicant company vide its order dated 15th March, 2007. The order passed by the Rajasthan High Court was challenged by Shree Shakun Agro Products by maintaining a special appeal, but, it was dismissed by the Division Bench of this Court vide order dated 25th January, 2011. The Special Leave Petition preferred by Shree Shakun Agro Products was also dismissed by the Apex Court on 08th July, 2011. The present applications to seek leave have been filed by the applicant company - Padmawati Sugars Limited (earlier known as Kosi Management Limited) for registration of Conveyance Deed. Grounds to Support the Application under Section 446 of the Act of 1956:

6. Learned counsel for the applicant company submits that the properties in question were auction d pursuant to a decree in favour of the Magma Fincorp Limited in a suit filed against ACE Laboratories Limited. The applicant company remained highest bidder, therefore its bid was accepted followed by confirmation of sale on payment of entire consideration. The applicant company became absolute owner of the property in question. The auction took place prior to filing of winding up petition before the Rajasthan High Court. A Deed of Conveyance was also executed in favour of the applicant company, thereby, the applicant became bonafide purchaser of the property.

7. A Sale Certificate was also issued before order dated 28th November, 2003 by the Rajasthan High Court on winding up petition. As per the Order 21, Rule 94 of Code of Civil Procedure, 1908 (for short 'CPC'), the sale become absolute in favour of the applicant company. The Official Liquidator was also bound by the decree of Calcutta High Court and sale of property through Receiver followed by confirmation of sale. The Official Liquidator did not accept the sale, rather, Single Bench of the Rajasthan High Court passed an order adverse to the applicant company on its application. It is, however, with an observation that sale is without leave under Section 446 of the Ac