Official Liquidator possession must be restored and reported; unauthorised occupiers face show cause notices for contempt.

Subsequent purchasers and certain officers are placed on notice for alleged contempt for continuing possession and arrangements contrary to earlier Division Bench and Supreme Court orders; the court treats continued occupation as deliberate non compliance and issues show cause notices. Separately, the Official Liquidator is directed to take actual physical possession of the wound up company's movable and immovable assets and to file a compliance report within one week, with respondents in unauthorised possession ordered to vacate; provision is made for appointing an operating agency if required to run the cold storage.

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Issues: (i) Whether the subsequent purchasers, officers of U.P.F.C. and the Official Liquidator violated earlier orders and should be proceeded against for contempt; (ii) Whether the Official Liquidator must take physical possession of the company's movable and immovable assets and report compliance.

Issue (i): Whether the subsequent purchasers, officers of U.P.F.C. and the Official Liquidator deliberately flouted the Division Bench and Supreme Court orders and ought to explain why contempt proceedings should not follow.

Analysis: The matter records that a Division Bench quashed the auction proceedings and held that subsequent purchasers had no right to retain possession; the Supreme Court dismissed a special leave petition while temporarily restraining eviction for a limited period. Despite these orders, the subsequent purchasers continued to occupy and operate the cold storage and an agreed arrangement was made among officials and purchasers to permit continued possession. That continued possession and the meeting arrangement are treated as inconsistent with and in violation of the earlier judicial orders.

Conclusion: Notice is issued to the subsequent purchasers, the Deputy Senior Manager (Law) of U.P.F.C. and the Official Liquidator to explain why contempt proceedings should not be initiated for deliberately flouting the Division Bench and Supreme Court orders.

Issue (ii): Whether the Official Liquidator must take actual physical possession of the company's assets and report compliance.

Analysis: The company was wound up and, by operation of law under the cited Companies Act provisions, the Official Liquidator is entitled to possession of the assets. In view of the continued unauthorised possession by others and the need to give effect to prior judicial orders, a direction for immediate recovery of possession and submission of a compliance report is made. Provision is made for the Official Liquidator to propose any operating agency if required for running the cold storage.

Conclusion: The Official Liquidator is directed to take actual physical possession of the company's movable and immovable assets within one week and to file a report of compliance; respondents 5 and 6 shall not remain in possession.

Final Conclusion: The order vindicates the proprietary and possession rights of the wound-up company vested in the Official Liquidator, directs steps for recovery of possession and initiates show-cause action against those who continued possession despite prior judicial orders.

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