SARFAESI enforcement and confirmed auctions: secured sales proceed independently, and later higher offers do not by themselves unsettle them.

A secured creditor enforcing security under the SARFAESI framework may sell secured assets without supervision or fetters from the Company Court or Official Liquidator, because the Act provides a self-contained mechanism for notice, possession, sale, distribution of proceeds, and protection of workmen's dues. The borrower company, acting through the Official Liquidator, retains the statutory remedies available under the SARFAESI regime. A concluded and confirmed auction sale is not ordinarily reopened merely because a later higher offer is received; interference is justified only where illegality, fraud, collusion, or gross inadequacy affecting fairness is shown.

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Issues: (i) Whether a Company Court or Official Liquidator can impose supervisory directions or fetters on a secured creditor while enforcing security and selling secured assets under the SARFAESI regime in a company under winding up; (ii) whether a concluded and confirmed auction sale of secured assets should be reopened on a subsequent higher offer.

Issue (i): Whether a Company Court or Official Liquidator can impose supervisory directions or fetters on a secured creditor while enforcing security and selling secured assets under the SARFAESI regime in a company under winding up.

Analysis: The secured creditor's right under Section 13 of the SARFAESI Act is to enforce security interest without the intervention of the court or tribunal. The Act is a special later enactment and contains its own mechanism for notice, possession, sale, distribution of sale proceeds, and protection of workmen's dues through Section 13(9) and the related Rules. The Court held that the legislative scheme already harmonises the interests of secured creditors, borrowers in liquidation, and workmen, and therefore there is no warrant for the Company Court to add supervisory conditions or for the Official Liquidator to control the sale process. The borrower company, through the Official Liquidator, retains statutory remedies under Sections 17 and 18 of the SARFAESI Act.

Conclusion: The Company Court cannot wield control over or place fetters on the sale of secured assets by a secured creditor acting under the SARFAESI Act; the secured creditor may proceed outside the winding up process in accordance with that Act.

Issue (ii): Whether a concluded and confirmed auction sale of secured assets should be reopened on a subsequent higher offer.

Analysis: Once an auction has been held with adequate publicity, the bid accepted, and the sale confirmed, a later higher offer by itself is not a sufficient ground to unsettle the sale. Interference is justified only if there is some illegality, fraud, collusion, or gross inadequacy indicating unfairness in the process. On the facts, the auction process was found to be fair, competitive, and properly confirmed, and no such infirmity was established.

Conclusion: The confirmed sale was not liable to be disturbed merely because a later higher offer was made.

Final Conclusion: The appeal concerning the legal issue on SARFAESI enforcement succeeds only to the extent of declaration of law, while the connected challenges fail. The decision affirms the primacy of the SARFAESI mechanism for enforcement and sale of secured assets, subject to the statutory protection of workmen's dues, and leaves the confirmed auction sale undisturbed.

Ratio Decidendi: A secured creditor enforcing security under the SARFAESI Act has an independent statutory right to sell secured assets without control by the Company Court, because the Act itself provides the complete procedure and safeguards, including protection of workmen's dues; a confirmed auction sale cannot ordinarily be reopened on a later higher offer alone.

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