Fraudulent preference and execution objections fail where creditor pressure and the decree terms support assignment and execution.

Resolutions authorising set-off and assignment were upheld where no timely objection to the meeting regularity was raised and the resolutions had been passed after notice to shareholders and depositors. An assignment of a decree was not treated as a fraudulent preference because the transfer was made under creditor pressure and to avert liquidation, rather than from a voluntary choice to prefer one creditor. The absence of leave after a winding-up order did not defeat execution where the objection was not pressed below and was treated as a procedural irregularity. The compromise decree, read as a whole, and the Transfer of Property Act did not require a separate suit, since the instalment had fallen due and the decree expressly permitted execution.

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Issues: (i) Whether the shareholders' and directors' resolutions authorising set-off and assignment were ultra vires for want of compliance with the Companies Act; (ii) Whether the assignment of the decree amounted to a fraudulent preference under the Companies Act; (iii) Whether the execution proceedings were barred for want of leave after the winding-up order; (iv) Whether the compromise decree and the Transfer of Property Act prevented execution without a separate suit.

Issue (i): Whether the shareholders' and directors' resolutions authorising set-off and assignment were ultra vires for want of compliance with the Companies Act.

Analysis: The objection attacking the regularity of the meetings and the legality of the resolutions was not taken in the court below. The resolutions were passed after notice to the shareholders and depositors, and no sufficient basis was shown for rejecting them at the appellate stage. The absence of a timely objection was material.

Conclusion: The objection failed, and the resolutions were not treated as invalid in appeal.

Issue (ii): Whether the assignment of the decree amounted to a fraudulent preference under the Companies Act.

Analysis: A transfer is not a fraudulent preference unless it is the product of the debtor's free choice to prefer one creditor. The surrounding circumstances showed pressure from creditors and an intention to avert liquidation, rather than a voluntary preference. The operative test was whether the transfer was made under a dominant compulsion, not whether the debtor preferred one creditor in the abstract.

Conclusion: The assignment was held not to be a fraudulent preference.

Issue (iii): Whether the execution proceedings were barred for want of leave after the winding-up order.

Analysis: The objection based on absence of leave was not taken by the judgment-debtors in the court of first instance and had not been pressed by the company in the appellate court. It was treated as a procedural irregularity that did not justify stopping the execution proceedings at the instance of the judgment-debtors.

Conclusion: The objection was rejected.

Issue (iv): Whether the compromise decree and the Transfer of Property Act prevented execution without a separate suit.

Analysis: The decree, read as a whole, showed that the instalments became payable at the stated intervals, and the execution had been commenced after the relevant instalment had fallen due. The decree also contained an express liberty to proceed by execution. On that construction, neither the decree terms nor the cited provisions required a separate suit before execution could proceed.

Conclusion: The objection failed, and execution was permitted to continue.

Final Conclusion: Both appeals failed on the merits, and the challenged assignment and execution proceedings were upheld.

Ratio Decidendi: A transfer made under real creditor pressure and to avert liquidation is not a fraudulent preference merely because it results in payment to one creditor, and procedural objections not raised in the court below will not ordinarily defeat execution on appeal.

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