Liquidation sale confirmation requires notice to the petitioning creditor; equity cannot cure breach of mandatory procedure.

Notice to the petitioning creditor was required before confirmation of a liquidation sale of company property, because court confirmation is a statutory condition precedent to completion of the sale. Rule 139 of the Companies (Court) Rules, 1959 was construed broadly in light of audi alteram partem and the need to protect the company's assets and creditors' interests, so the interested creditor had to be heard at the confirmation stage. A sale confirmation obtained without that notice was treated as vitiated. Equitable arguments, including alleged fairness of price and proprietary estoppel, could not cure non-compliance with mandatory procedure or override statute.

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Issues: Whether notice to the petitioning creditor was mandatory before confirmation of the sale of the company's property by the official liquidator, and whether the sale confirmation could be sustained on equitable grounds.

Analysis: The statutory scheme governing liquidation sales requires the official liquidator to obtain the court's sanction for sale and the court's confirmation before the sale is complete. Rule 139 of the Companies (Court) Rules, 1959 was construed broadly in light of the rule of audi alteram partem and the need to protect the interests of the company and its creditors. The petitioning creditor, being directly interested in realisation of the assets, was therefore entitled to notice at the stage when confirmation of the tender was sought. Since the mandatory procedural requirement was not complied with, the court treated the confirmation process as vitiated. The plea of equity, including proprietary estoppel and alleged fairness of the price, was rejected because there can be no estoppel against statute and equity cannot validate proceedings conducted in breach of mandatory legal procedure.

Conclusion: Notice to the petitioning creditor was mandatory, and the confirmation of sale was unsustainable; the sale confirmation was set aside and the matter was directed to be reconsidered afresh after hearing the appellant.

Final Conclusion: The decision enforces strict compliance with the statutory and natural justice requirements governing liquidation sales and restores the appellant's right to object before fresh consideration of confirmation.

Ratio Decidendi: Where confirmation of a liquidation sale is a statutory condition precedent to completion of the sale, the petitioning creditor must be given notice at the confirmation stage, and non-compliance with that mandatory requirement renders the confirmation vulnerable notwithstanding equitable considerations.

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