Sale deeds executed after a company's winding up are void unless validated by the court, while powers of attorney coupled with interest remain valid despite the principal's death.

ORDER :

Background:

Maxworth Orchards (India) Limited (the Company) was engaged in the business of acquiring lands to set up fruit orchards/plantations thereon. In course of business, one of the projects developed by the Company was the Maxworth-Karandapalli project. According to the Company, it acquired about 91.65 acres of land in Karandapalli village. After paying full sale consideration, the Company states that general powers of attorney were executed in favour of B.Karthikeyan, an employee of the Company. As agent of the Company, it is stated that B.Karthikeyan executed sale deeds in favour of 52 customers between 1996 and 1997.

2. The Company thereafter faced financial difficulties; a winding up petition was presented by a creditor on or about 24.02.1998; and an Administrator was appointed in said petition to take charge of the assets and affairs. Later, the Official Liquidator was also appointed as Provisional Liquidator. After excluding the extents of land sold to customers in the Maxworth-Karandapally and Maxworth-Bogasandiram Projects, on the basis of orders of this Court, the remaining extents of 78.75 acres in Erudhukottai village and 56.06 acres in Karandapally village, aggregating to 134.81 acres, were sold through an auction. The sale was confirmed on 18.01.2021 in favour of the highest bidder, Thanish Grande Hotels and Resorts Private Limited, which is the 3^rd respondent herein. The 3^rd respondent, in turn, applied for cancellation of the consolidated sale certificate and for issuance of fresh certificates in favour of nominees and itself. This request was acceded to by order dated 23.07.2021 in Comp.A.No.138 of 2021.

3. Five separate sale certificates were issued thereafter in respect of the aggregate extent of 134.81 acres. Out of these, three sale certificates pertain to lands at Erudhukottai village and two to lands at Karandapalli village. The present applications were filed in the above facts and circumstances by S.V. Srinivasulu, who asserts title to five parcels of land in Karandapalli village, which are detailed in Schedules A-E in the Judge's summons. The persons to whom sale certificates for lands at Karandapalli village were issued, namely, S.Abiramaiah and N.Surya, were impleaded as the 5th and 6^th respondents by order dated 18.07.2022 in Comp.A.Nos.80 &81 of 2022.

Counsel and their contentions:

4. Mr.V.Athikesavan, learned counsel, made submissions on behalf of the applicant. Mr.Karthik Seshadri, learned counsel, made submissions on behalf of the Company, and he was assisted by Mrs.D.Nagasaila, learned Administrator. Mr. S. Ravi, learned senior counsel, made submissions on behalf of the auction purchasers.

5. Mr.V.Athikesavan submitted that the applicant acquired five parcels of land, which are described in Schedules A to E, respectively, of the Judge's summons from the original land owners or their respective legal heirs under registered sale deeds. In particular, he referred to and relied upon the following sale deeds and pattas:

(i)Sale deed dated 14.02.2007 registered as Document No.808/2007;

(ii) Sale deed dated 29.01.2009 registered as Document No.514/2009;

(iii)Sale deed dated 18.02.2009 registered as Document No.599/2009;

(iv) Sale deed dated 18.02.2009 registered as Document No.598/2009 (v) Sale deed dated 19.03.2009 registered as Document No.993/2009;and

(vi) Patta nos.1217, 1745, 1158, 317 & 14 issued by the Tahsildar, Denkanikottai.

6. The next contention of learned counsel was that the general powers of attorney, which the Company relies on, ceased to be valid upon the death of the principal, Ramaiah. By placing on record the death certificate dated 28.10.2005, he contended that Ramaiah passed away on 13.10.2005 and that the power of attorney ceased to have any validity on and from the said date. Although sale certificates were issued in favour of the successful bidder's nominee, he contended that such sale certificates are not valid since the Company is not the owner of the property and could not