Winding-up and court-supervised asset sale: Official Liquidator control applies after liquidation, with sale subject to confirmation.

A winding-up recommendation was accepted because the company had long ceased business, its plant and machinery had been sold, and the admitted creditor's claim remained unpaid, showing inability to pay debts. After the winding-up order, sale of immovable assets had to remain under the control of the Official Liquidator and the Company Court, with confirmation of sale required to protect creditors and contributories. The High Power Committee could not act independently; it was permitted only to assist the Official Liquidator in ministerial steps under the Court's supervision. The company was directed to be wound up and the remaining assets were to be sold accordingly.

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Issues: (i) Whether the respondent-company should be wound up on the basis of the BIFR recommendation and the admitted creditor's claim. (ii) Whether the High Power Committee could independently proceed with sale of the immovable assets after the winding-up order, or whether sale had to be undertaken under the control of the Official Liquidator and confirmed by the Court.

Issue (i): Whether the respondent-company should be wound up on the basis of the BIFR recommendation and the admitted creditor's claim.

Analysis: The company had ceased business long back, its plant and machinery had already been sold, and the BIFR had recorded a prima facie opinion that the company was not likely to become viable or to discharge its financial obligations within a reasonable time. The creditor's claim remained unpaid despite consent terms and supplementary consent terms. On these facts, the company was found unable to pay its debts and the recommendation for winding up was accepted.

Conclusion: The winding-up petition was allowed and the respondent-company was ordered to be wound up under the supervision of the Court.

Issue (ii): Whether the High Power Committee could independently proceed with sale of the immovable assets after the winding-up order, or whether sale had to be undertaken under the control of the Official Liquidator and confirmed by the Court.

Analysis: Once a winding-up order is made, the Official Liquidator is required to take custody of the company's assets and deal with them in accordance with law. Dispositions after commencement of winding up are subject to the statutory control of the Company Court, and confirmation of sale serves as a safeguard against inadequate pricing and protects the interests of creditors and contributories. The earlier interim arrangement for sale of movable assets did not govern the final post-winding-up regime. However, in the peculiar facts, the High Power Committee was permitted to act only as agent of the Official Liquidator for ministerial steps, with periodic reporting and no independent policy decision-making.

Conclusion: The High Power Committee was not permitted to act independently, but was allowed to proceed only as agent of the Official Liquidator under the Court's supervision and subject to confirmation of sale.

Final Conclusion: The company was directed to be wound up, the companion petitions were disposed of, and the remaining immovable assets were to be sold under the supervision of the Official Liquidator with the High Power Committee acting only in an auxiliary capacity.

Ratio Decidendi: After a winding-up order, the company's assets fall under the control of the Official Liquidator and any sale must remain subject to the Court's supervisory jurisdiction and confirmation to ensure protection of creditors and contributories.

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