Liquidator's statutory power to sell assets prevails over articles of association when court sanction and proper auction procedure are shown.

The liquidator's statutory power to sell a company's assets, exercised with prior court sanction, is not curtailed by the articles of association, which regulate members' rights inter se but cannot limit liquidation powers needed to collect assets, pay liabilities, and distribute any surplus. Where the auction was preceded by notices, public publicity, and court approval, and no irregularity in the conduct of the sale was proved, a confirmed sale will not be reopened on allegations of inadequate price or procedural defects. The sale therefore remains valid as an act done under statutory authority and judicial sanction.

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Issues: Whether the official liquidator had authority to sell the company's properties with the court's sanction despite the articles of association, and whether the sale confirmed in winding up could be reopened on the grounds of alleged inadequacy of price and alleged irregularities.

Analysis: The sale had been conducted with prior court sanction, after notices to shareholders and due publicity, and no irregularity in the conduct of the auction was proved. The liquidation scheme under the Companies Act required the liquidator to collect and realise assets, discharge liabilities, and distribute only the surplus, while the power of sale vested in the liquidator under the statute could be exercised with court sanction. The articles of association could regulate the rights of members inter se, but could not limit the liquidator's statutory power to sell assets when necessary for administration. Since the sale was by the liquidator acting under statutory authority and the court's sanction had been obtained, the transaction was not invalidated by the shareholders' reliance on the articles or by the belated challenge to the confirmed sale.

Conclusion: The challenge to the sale failed, and the confirmed sale was upheld against the shareholders.

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