Insolvency sale as involuntary transfer attracts standard transfer charges, while winding-up disputes fall within Company Court jurisdiction.

The Company Court had jurisdiction under section 446(2) to decide the Official Liquidator's report because the dispute over MIDC's transfer-related charges arose directly in the course of winding up and affected realisation of sale proceeds. A sale of leasehold plots by an Official Liquidator in compulsory winding up was treated as an involuntary transfer, not a voluntary transfer in the ordinary course of business, so only standard transfer charges applied and differential premium was not payable. The issue of extension charges was left to be considered when MIDC lodges its claim at the appropriate stage. The transfer was therefore to be processed on the basis of standard transfer charges.

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Issues: (i) Whether the Company Court had jurisdiction under the winding up provisions to decide the Official Liquidator's report concerning MIDC's claims for transfer-related charges; (ii) Whether sale of the leasehold plots by the Official Liquidator in winding up was an involuntary transfer attracting only standard transfer charges, or a transfer liable to differential premium, and whether extension charges were payable immediately.

Issue (i): Whether the Company Court had jurisdiction under the winding up provisions to decide the Official Liquidator's report concerning MIDC's claims for transfer-related charges.

Analysis: Section 446(2) confers wide jurisdiction on the Company Court to entertain or dispose of questions of law or fact arising in the course of winding up. The report concerned assets of the company in liquidation, the proposed sale of those assets, and MIDC's claim affecting the realization of sale proceeds. Such questions were directly connected with the winding up process and were properly brought before the Company Court to avoid multiplicity of proceedings.

Conclusion: The Company Court had jurisdiction to entertain and decide the report.

Issue (ii): Whether sale of the leasehold plots by the Official Liquidator in winding up was an involuntary transfer attracting only standard transfer charges, or a transfer liable to differential premium, and whether extension charges were payable immediately.

Analysis: The MIDC transfer guidelines distinguished between voluntary and involuntary transfers. A sale by the Official Liquidator in compulsory winding up is not a transfer by choice or in the ordinary course of business, but an involuntary transfer made under the supervision of the Company Court. On the proper reading of the MIDC circulars, such a transfer falls within the category of involuntary transfers and attracts standard transfer charges, not differential premium. As to extension charges, the matter was left to be considered when MIDC lodges its claim, in accordance with the applicable circular and priority of claims.

Conclusion: The liquidation sale was an involuntary transfer liable only to standard transfer charges, and differential premium was not payable; the question of extension charges was left open for consideration at the appropriate stage.

Final Conclusion: The appeal failed, and the order under challenge was upheld in substance, with the transfer to be processed on the basis of standard transfer charges rather than differential premium.

Ratio Decidendi: A sale of company property by an Official Liquidator in compulsory winding up is an involuntary transfer arising in the course of winding up, and questions affecting such sale fall within the Company Court's jurisdiction under section 446(2) of the Companies Act, 1956.

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