IMPORTANT POINT
The sale of property during winding up proceedings is void if executed without court sanction and with fraudulent intent to evade creditors' claims.

JUDGMENT :

Sameer Jain, J.

1. S.B. Company Application No. 19/2018 is filed under Sections 531, 531A, 533, 536(2), 537, 456 & 468 of the Companies Act, 1956 read with Rule 6 & 9 of the Company (Court) Rules, 1959, seeking directions for declaration of the sale deed dated 25.05.2011 executed inter-se respondents-directors & respondents-purchasers null & void and handing over peaceful possession qua the disputed property to the petitioner.

2. For the sake of convenience, the provisions relied upon by the learned counsel are enumerated below:

SUBMISSIONS ON BEHALF OF THE PETITIONER:

3. Learned counsel on behalf of Official liquidator had averred that the germane facts for consideration before this Court are that M/s Sequel Infocom Private Limited Company (hereinafter, referred as ‘the said company’) was primarily engaged in the business of primarily providing I.T. services, wherein they used to provide services qua electronic data processing centers and software consultancy. The said company has its registered office at 401-404, Geetanjali Towers, Ajmer Road, Jaipur (hereinafter, referred as ‘the said disputed property’).

4. It was further submitted that a winding up petition (S.B. Company Petition No. 23/2010) was filed by M/s Dell India Private Limited against the said company on 14.12.2010 before this Court, wherein vide order dated 03.08.2017, an Official liquidator was appointed for conducting the winding up proceedings of the said company.

5. Furthermore, it was submitted that during the course of taking over the aforementioned charges by the Official liquidator qua winding up proceedings, it came to his knowledge that on 17.03.2011, a Board resolution (Annexure-3) was passed by Mr. Srinivas Kaja & Mrs. Vandana Kaja (respondents-directors) in favor of Mr. Rakesh Kumar Gupta & Mrs. Shalini Gupta (respondents-purchasers) to sell the said disputed property, thereafter a registered sale deed dated 25.05.2011 (Annexure-4), was executed inter-se respondents-directors and respondents-purchasers for sale consideration of amount Rupees fifty five Lacs (Rs. 55,00,000/-).

6. It was further contended that such sale transaction is violative of the provisions enumerated under Sections 531A, 536 and 537 of the Companies Act, 1956. Moreover, the sale transaction was done through misrepresentation and fraudulent means with an intention of evading the winding up proceedings.

7. It was further alleged that the respondents-directors have siphoned Rs. fifty-five lacs (Rs. 55,00,000/-) inclusive of the leftover money post payment of their sanctioned loans, amounting to Rs. 18 lacs approximately qua which they have failed to provide any details about the whereabouts of the residuary consideration amount.

SUBMISSIONS ON BEHALF OF THE RESPONDENTS:

8. Per Contra, learned Counsel on behalf of the respondents-directors had vehemently denied the allegations qua siphoning of consideration money, amounting to Rs. fifty five Lacs (Rs. 55,00,000/-) and submitted