Secured creditor sale in liquidation need not include Official Liquidator; distribution rules apply after sale, not to the sale process.

A secured creditor enforcing security under the Securitisation Act may sell assets of a company in liquidation without associating the Official Liquidator, because the statutory scheme treats the sale process as a complete code for valuation, reserve price, procedure and objections. Section 13(9) read with Section 529A of the Companies Act operates at the stage of distribution of sale proceeds, not at the stage of conducting the sale itself. Any grievance against the sale lies before the Debts Recovery Tribunal under Section 17. The earlier cases under the DRT Act and State Financial Corporations Act were distinguished as court-supervised sales, unlike sales under the Securitisation Act. The sale was therefore not invalid for want of the Official Liquidator's participation.

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Issues: Whether a secured creditor enforcing its security under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 is required to associate the Official Liquidator with the sale of assets of a company in liquidation, and whether such sale can be invalidated for want of such association.

Analysis: The decision turned on the distinction between the right to sell and the distribution of sale proceeds. The first proviso to Section 13(9) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 makes Section 529A of the Companies Act, 1956 relevant at the stage of distribution of the money realized from sale, not at the stage of conducting the sale itself. The scheme of the Act and the Security Interest (Enforcement) Rules, 2002 was treated as a complete code for valuation, reserve price, sale procedure and objections, while Section 17 provides the remedy before the Debts Recovery Tribunal for any grievance. The earlier authorities dealing with sales under the DRT Act or the State Financial Corporations Act were distinguished because those sales were conducted with court intervention, whereas sale under the Securitisation Act is expressly without intervention of the court. In that context, the Official Liquidator's role was confined to workmen's dues and related statutory compliance, and not to participation in the sale process.

Conclusion: Association of the Official Liquidator in the sale was not mandatory, and the sale could not be held bad or illegal on that ground. The appeals were therefore allowed and the impugned order was set aside.

Ratio Decidendi: A sale by a secured creditor under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 is valid without associating the Official Liquidator, even where the borrower company is in liquidation, because Section 13(9) governs only post-sale distribution and grievances against the sale lie before the Debts Recovery Tribunal under Section 17.

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