Special statutory control over sick company assets bars pre-winding-up private sale; no concluded contract without required approval.

A special statutory regime governing sick industrial companies prevails over the Companies Act where it vests control of the company's assets in the Board until the stage contemplated by the statute is reached. The Company Court therefore cannot, before a winding up order, direct private sale of assets or execution of a sale deed in a manner inconsistent with that regime, and inherent powers under the Companies (Court) Rules cannot override the legislative scheme. On the contract issue, a board resolution and government correspondence did not create a concluded contract because the proposed sale remained subject to governmental approval and the process reserved acceptance rights. No enforceable sale contract was established.

---

---

Issues: (i) Whether the Company Court had jurisdiction, before a winding up order, to direct sale of assets of a sick industrial company and execution of a sale deed in favour of a private purchaser despite the scheme of the special statute; (ii) Whether the alleged board resolution and government correspondence created a concluded contract for sale of the company's land in favour of the purchaser.

Issue (i): Whether the Company Court had jurisdiction, before a winding up order, to direct sale of assets of a sick industrial company and execution of a sale deed in favour of a private purchaser despite the scheme of the special statute.

Analysis: The special statute governing sick industrial companies contains overriding provisions and entrusts control over the assets of the sick company to the Board until the stage contemplated by the statute is reached. The power under the Companies Act to deal with dispositions after commencement of winding up cannot be exercised in derogation of the later and special statutory scheme. The statutory provisions preserve the Board's authority to regulate disposal of assets and to protect creditors' interests, while the Company Court's role arises only within the framework permitted by the special enactment. Inherent powers under the Companies (Court) Rules cannot override this legislative mandate.

Conclusion: The Company Court had no jurisdiction to grant the impugned direction before a winding up order, and the challenge succeeded.

Issue (ii): Whether the alleged board resolution and government correspondence created a concluded contract for sale of the company's land in favour of the purchaser.

Analysis: The materials showed that the proposed sale was subject to governmental approval and the company's own process contemplated forwarding the decision for such approval. The advertisement inviting bids also reserved the State's right to accept or reject offers. In that setting, the resolution and subsequent correspondence did not amount to an unconditional acceptance capable of creating a concluded contract. Suppression of the approval-related recital further undermined the purchaser's claim of finality.

Conclusion: No concluded contract was established in favour of the purchaser.

Final Conclusion: The impugned orders were unsustainable because the special statutory regime excluded the Company Court's direction for sale at that stage and the purchaser had not established an enforceable concluded contract.

Ratio Decidendi: Where a special statute vests control over a sick company's assets in the Board and contains overriding provisions, the Company Court cannot, before the statutory stage for court-supervised winding up is reached, direct private sale or specific performance inconsistent with that regime; an asserted sale contract remains unenforceable unless the required approval conditions are satisfied.

---