Confirmed court sale of company assets stands unless fraud, material irregularity, and substantial injury are specifically proved.

A confirmed court sale of company units was not disturbed because the applicants failed to prove fraud, material irregularity, or resulting substantial injury, and their later higher offers without earnest money could not override the completed auction process. The sale had been conducted with wide publicity, valuation, inter se bidding, repeated default by the highest bidder, and acceptance of the second highest bid, followed by confirmation and partial conveyance. The Court also noted that a court-directed sale of company assets could validly take place during winding-up proceedings even before a final winding-up order. The applications were dismissed and the purchaser's title under the confirmed sale was upheld.

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Issues: Whether the confirmed sale of the company's units in favour of the auction purchaser could be set aside on allegations of fraud, alleged inadequacy of price, and subsequent higher offers, and whether the applicants' bids deserved acceptance instead.

Analysis: The sale had been conducted after wide publicity, valuation, inter se bidding, and repeated opportunities to the highest bidder, who failed to deposit the consideration. The second highest bid was thereafter accepted and the sale was later confirmed, with possession and even some conveyance deeds having been completed. The applicants approached the Court after substantial delay and did not substantiate the allegations of fraud or collusion with particulars. Mere later offers at a higher price, especially without earnest money, could not justify upsetting a completed sale unless fraud, material irregularity, and resulting substantial injury were established. The Court also held that the sale of the units could validly be ordered during winding-up proceedings pursuant to the Court's directions and that the absence of a final winding-up order did not bar such sale.

Conclusion: The sale could not be set aside and the applicants' higher offers were not entitled to acceptance. The applications were dismissed, and the purchaser's title under the confirmed sale was upheld.

Ratio Decidendi: A confirmed court sale will not be disturbed merely because a higher offer is subsequently made unless the applicant specifically proves fraud or material irregularity causing substantial injury, and a court-directed sale of company assets may be undertaken during winding-up proceedings before the final winding-up order.

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