Winding-up restrictions do not void a secured creditor's sale unless the asset had actually vested in the company in liquidation.

A sale by a secured creditor was not void under winding-up restrictions because the asset sold had not legally vested in the company in liquidation. The decisive question was title: the land remained in the name of a partner of the former firm, had been mortgaged for the firm's loan, and the conversion into a company did not by itself transfer the immovable property. The balance sheet also showed that no registered transfer deed existed in the company's name. As the property never became company property, the bar on dealing with assets of the company in liquidation did not apply and the official liquidator had no enforceable claim.

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Issues: Whether the assets sold by the financial corporation belonged to the company in liquidation so as to attract the bar under the winding-up provisions and render the sale void.

Analysis: The winding-up petition was presented before the winding-up order, so the statutory commencement of winding up and the deeming custody of the court were relevant. However, the decisive question was ownership of the property proceeded against. The land stood in the name of a partner of the erstwhile firm and had been mortgaged to secure the loan advanced to the partnership firm. The conversion of the firm into a company did not by itself complete the transfer of the immovable assets, and the balance sheet itself indicated that the transfer deed had not been registered in the company's name. In these circumstances, the property never legally vested in the company in liquidation. Since the company was not the owner, the restrictions against dealing with company property in winding up did not apply to the sale by the secured creditor under its statutory power.

Conclusion: The sale was not liable to be declared void, as the property sold did not belong to the company in liquidation and the official liquidator had no enforceable claim over it.

Ratio Decidendi: A sale cannot be invalidated under the winding-up provisions unless the property sold is shown to have vested in the company in liquidation; where title to the property never passed to the company, a secured creditor's statutory sale is not void for want of leave of the company court.

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