Winding up bars unauthorised property transfers: post-commencement decrees, conveyances and agreements without leave are void and unenforceable.

After winding up commences, any transfer of company property, execution of a decree, or continuation of proceedings without leave of the Company Court is void and unenforceable. A sale deed executed pursuant to an unauthorised ex parte decree was set aside because the underlying agreement had not been validly authorised by the company and post-winding up proceedings proceeded without court permission. An agreement to sell over the remaining property share could not be protected under part performance in the absence of a lawful contract and proper corporate authority. The limitation objection under Section 458A of the Companies Act, 1956 failed because it did not cure the absence of leave or validate void transactions.

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Issues: (i) Whether the ex parte decree and the sale deed executed in favour of the purchasers in respect of one half of the Moradabad property were sustainable after the company had been ordered to be wound up. (ii) Whether the agreement to sell in respect of the other half of the Moradabad property could be enforced or protected under part performance after winding up. (iii) Whether the plea of limitation under Section 458A of the Companies Act, 1956 barred the liquidator's applications.

Issue (i): Whether the ex parte decree and the sale deed executed in favour of the purchasers in respect of one half of the Moradabad property were sustainable after the company had been ordered to be wound up.

Analysis: The agreement relied upon for the decree was not shown to have been validly authorised by the company, there was no resolution of the company, and the mandatory leave of the Company Court was not obtained for continuation of the proceedings after winding up. The execution proceedings and the conveyance took place after commencement of winding up and were therefore hit by the statutory bar against post-commencement dispositions and execution without leave.

Conclusion: The ex parte decree and the sale deed were illegal, void and were set aside.

Issue (ii): Whether the agreement to sell in respect of the other half of the Moradabad property could be enforced or protected under part performance after winding up.

Analysis: The agreement was not supported by a valid corporate resolution or proper authorisation, and the company's sickness proceedings followed by winding up prevented any alienation of the property without leave of court. In the absence of a legally valid contract, the equitable protection of part performance could not be invoked, and continued occupation had no lawful basis.

Conclusion: The agreement to sell was set aside and protection under Section 53A of the Transfer of Property Act, 1882 was denied.

Issue (iii): Whether the plea of limitation under Section 458A of the Companies Act, 1956 barred the liquidator's applications.

Analysis: The limitation objection was treated as misconceived because the impugned transactions were challenged after the liquidator discovered them, and the central defect was the absence of permission from the Company Court for post-winding up proceedings and transfer. Section 458A did not validate transactions otherwise void for want of leave.

Conclusion: The plea of limitation was rejected.

Final Conclusion: The liquidator's challenge succeeded in full, and the impugned decree, conveyance and agreement were all invalidated with costs.

Ratio Decidendi: Once winding up has commenced, any transfer, execution or continuation of proceedings affecting the company's property without leave of the Company Court is void and unenforceable, and no equitable or limitation-based defence can validate such a transaction in the absence of lawful corporate authority.

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